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KALYANI

REPORT

th39

2017-18

ANNUAL

KALYANI FORGE LIMITED

th39 Annual General Meeting - Chairperson’s Speech

Dear Shareholders,

I have great pleasure in extending you all, tha warm welcome to the 39 Annual

General Meeting of your company.

The Annual Report, for the year ended 31 March 2018 has been in your hands for some time. With your permission, I shall take them as read.

Your Company has reported about 17% YoY growth in the total revenue and about 37% in the PBT this year. Considering the existing business opportunities in the industry, growth over 50% is estimated in the year to come.

Company's outlook has been revised from stable to Positive by Crisil. As the GST has now been stabilized resulting into efficient, simpler and transparent indirect taxation procedures.

Of Couse there is ample scope for improvements particularly in the area of costs, automation, and reduction of rejections. For the past periods, we have successfully approached customers for cost reimbursement, cost escalations & price revision for the future supplies.

With these positive notes your board has recommended a dividend of Rs. 3.50 per share.

We keep receiving suggestions from our valued shareholders which proved very helpful in company's working. I thank our employees and al l stakeholders, customers, suppliers, bankers, financial institutions and consultants and our Internal Auditors, Cost Auditors and

Statutory Auditors for their support throughout the year.

I thank you all for your time for this General Meeting. It is very encouraging for us.

With best wishes,

Rohini G. Kalyani(Chairperson & Managing Director)

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CONTENTS

Summary of Financial Data 04

Notice of Annual General Meeting 05

Management Discussion & Analysis Report 13

Directors’ Report 15

Report on Corporate Governance 49

Independent Auditors’ Report on Financial Statements 60

Balance Sheet 68

StatementofProfitandLoss 69

Cash Flow Statement 70

Notes on Financial Statements 71

Proxy Form 103

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KalyaNi FOrgE limiTEd(CIN:L28910MH1979PLC020959)

BOard OF dirECTOrS

Mrs.RohiniG.Kalyani (Chairperson&ManagingDirector) (DIN:00519565)

Mr.VirajG.Kalyani (ExecutiveDirector) (DIN:02268846)

Mr.Gaurishankar.N.Kalyani (Director) (DIN:00519610)

Mr.AbhijitSen (IndependentDirector) (DIN:00002593)

Mr.PradipP.Nadkarni (IndependentDirector) (DIN:01670826)

Mr.VishwasChitrao (IndependentDirector) (DIN:07493694)

aUdiT COmmiTTEE

Mr.AbhijitSen Non-ExecutiveIndependentDirector (Chairman)

Mr. Pradip Nadkarni Non- Executive Independent Director

Mr. G. N. Kalyani Non- Executive Director

rEmUNEraTiON & NOmiNaTiON COmmiTTEE

Mr.PradipNadkarni Non-ExecutiveIndependentDirector (Chairman)

Mr. Abhijit Sen Non- Executive Independent Director

Mr. G. N. Kalyani Non- Executive Director

STaKEHOldErS rElaTiONSHiP COmmiTTEE

Mr.GNKalyani Non-ExecutiveDirector (Chairman)

Mr. Abhijit Sen Non- Executive Independent Director


COrPOraTE SOCial rESPONSiBiliTy COmmiTTEE

Mrs.RohiniG.Kalyani ManagingDirector (Chairperson)


Mr. Viraj G Kalyani Executive Director

CHiEF FiNaNCial OFFiCEr

Mr. Avinash Khare

COmPaNy SECrETary

Mr. Nilesh Vitekar

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BaNKErS :

State Bank of India

Bank of Maharashtra

ICICIBankLimited

IDBIBankLimited

aUdiTOrS :

M/s. K. S. Aiyar & Co.

Chartered Accountants,

Mumbai.

rEgiSTErEd OFFiCE :

Shangrila Gardens, ‘C’ Wing, 1st Floor,

Opp. Bund Garden,

Pune-411 001.

Tel. +91 2137 252335, 252755

Fax +91 2137 252344

Website: www.kalyaniforge.co.in

WOrKS :

1.HotForgingDivision(HFD)

2. MetalFormsDivision(MFD)

Koregaon Bhima, Tal. : Shirur,

District : Pune 412 216.

3.PrecisionAutocompDivision(PAD)

Gat No. 914/1 & 2, Sanaswadi

Tal. : Shirur, District : Pune 412 208.

KalyaNi FOrgE limiTEd(CIN:L28910MH1979PLC020959)

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Kalyani Forge limited

Summary of Financial data)rupees in million(

ParTiCUlarS 2017-18 2016-17 2015-16 2014 - 15 2013 - 14 2012-13 2011-12 2010-11 2009-10 2008-09TURNOVER 2,723 2,567 2,338 2,429 2,078 2,624 2,793 2,396 1,813 1,858

PBIDT 279 192 186 164 259 334 400 275 214 163

INTEREST 58 36 49 62 53 69 83 62 50 52

DEPRECIATION 129 104 117 131 135 128 119 112 105 91

PBT 92 52 20 -30 72 137 198 101 59 20

PROVISION FOR TAX 26 17 9 -7 24 49 64 34 20 12

PAT 66 35 11 -23 48 88 134 68 39 8

DIVIDEND % 35 30 20 0 25 25 25 20 18 12

DIVIDEND AMOUNT 13 11 7 0 9 9 9 7 7 4

GROSSBLOCK 2,569 2,208 2,147 2,012 2,012 1,920 1,787 1,680 1,563 1,370

NETBLOCK 842 601 609 608 784 825 814 823 814 724

NETWORTH 1,068 1,020 985 974 1,028 991 913 790 734 708

BOOKVALUEPERSHARE(RS.)

294 281 271 268 282 272 251 217 202 195

EARNINGSPERSHARE(RS) 18.04 9.57 3 -6 13 24 37 18 9 3

SHAREHOLDERS(NO’S) 4,470 3,298 3,137 3,040 3,154 3244 3,248 3,428 3,352 3,522

NOOFEMPLOYEES(NO’S) 1,282 1,161 1,250 1,165 973 1,050 1,289 1,352 1,172 1,015

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KalyaNi FOrgE limiTEd (CIN:L28910MH1979PLC020959)

Regd.Office:ShangrilaGardens,“C”Wing, 1stfloor,OppositeBundGarden,Pune411001

E-mail : [email protected], Website : www.kalyaniforge.co.in

NOTiCENOTICEisherebygiventhattheThirty-NinthAnnualGeneralMeetingoftheMembersofKALYANIFORGELIMITEDwillbeheldatPoonaClubLtd.,6,BundGardenRoad,Pune-411001onFriday,the27thdayofJuly,2018 at 10.30 a.m., to transact the following businesses:

OrdiNary BUSiNESS:01. To receive, consider and adopt the Financial Statements as on dated 31st March, 2018 together with

reports of Directors and Auditors thereon.02. To declare a dividend on equity shares.03. ToappointaDirector,inplaceofMr.GaurishankarN.Kalyani(DIN:00519610)whoretiresbyrotation

and being eligible, offers himself for re-appointment.04. ToappointaDirector,inplaceofMr.VirajG.Kalyani(DIN:02268846)whoretiresbyrotationandbeing

eligible, offers himself for re-appointment.05. Toconsiderand, if thought fit, topass,withorwithoutmodification(s), the following resolutionasan

Ordinary Resolution:

“RESOLVEDTHATinaccordancewiththeprovisionsofsection139and141andanyotherapplicableprovisions if any, of the Companies Act, 2013 and rules framed thereunder or any amendment thereto and pursuant to recommendation of Audit Committee, the appointment of M/s. K.S. Aiyar, Chartered Accountants,Mumbai(FirmRegistrationNo.100186W)asStatutoryAuditorsoftheCompanyinthe39thAnnualGeneralMeetingoftheCompanybeandisherebyratifiedandthattheBoardofDirectorsoftheCompanybeandareherebyauthorizedtofixsuchremuneration,outofpocketandtravellingexpensesas may be incurred during the course of Audit.

RESOLVEDFURTHERTHATtheBoardorCommitteethereofbeandisherebyauthorisedtotakesuchstepsasmaybenecessarytogiveeffecttotheaboveresolution.”

SPECial BUSiNESS:

06. Toconsiderandifthoughtfit,topasswithorwithoutmodification,thefollowingresolutionasanOrdinaryResolution:

“RESOLVEDTHATpursuanttotheprovisionsofSection148andallotherapplicableprovisions,ifany,oftheCompaniesAct,2013andtheCompanies(AuditandAuditors)Rules,2014oranystatutorymodificationor re-enactment thereof, Mr. Rahul A. Chincholkar, Cost Accountant, appointed as Cost Auditor by the Board ofDirectorstoconductanauditoftheCostRecordsoftheCompanyforthefinancialyearcommencingfrom01.04.2018,bepaidremunerationofRs.1,25,000(RupeesOneLacTwentyFiveThousandOnly)(exclusiveoftaxes,asapplicable)inadditiontoreimbursementofoutofpocketexpensesandconveyanceas recommended by the audit committee and approved by the Board of Directors of the Company.

RESOLVEDFURTHERTHATtheBoardofDirectorsoftheCompanybeandareherebyauthorisedtodo all such acts, deeds and things as may be necessary for the purpose of giving effect to the above resolution”.

By Order of the Board of Directors, For Kalyani Forge ltd.

Place : Pune Nilesh Vitekar Date : 12 May, 2018 Company Secretary

Registered Office :Shangrila Gardens, ‘C’ Wing, 1st Floor, Opp. Bund Garden, Pune - 411001

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NOTES :01) TheRegisterofMembersandtheShareTransferBooksoftheCompanywillremainclosedfrom21stJuly,

2018to27thJuly,2018(bothdaysinclusive)forthepurposeofAnnualGeneralMeetingandpaymentofDividend, to be declared.

02) ExplanatoryStatement,pursuanttoSection102(1)oftheCompaniesAct,2013inrespectofthebusinessunder Item No. 06 above, is annexed hereto.

03( a mEmBEr ENTiTlEd TO aTTENd aNd VOTE aT THE aNNUal gENEral mEETiNg iS ENTiTlEd TO aPPOiNT ONE Or mOrE PrOXiES TO aTTENd aNd VOTE iNSTEad OF HimSElF aNd a PrOXy NEEd NOT BE a mEmBEr OF THE COmPaNy. a PErSON SHall NOT aCT aS PrOXy FOr mOrE THaN FiFTy )50( mEmBErS aNd HOldiNg iN aggrEgaTE NOT mOrE THaN TEN PErCENT OF THE TOTal SHarE CaPiTal OF THE COmPaNy CarryiNg VOTiNg rigHTS. a PErSON HOldiNg mOrE THaN 10 PErCENT OF THE TOTal SHarE CaPiTal OF THE COmPaNy CarryiNg VOTiNg rigHTS may aPPOiNT a SiNglE PErSON aS PrOXy aNd SUCH PErSON SHall NOT aCT aS PrOXy FOr aNy OTHEr PErSON Or SHarEHOldEr.

04) Proxies,inordertobeeffective,mustbedepositedwiththeCompanyatitsRegisteredOfficenotlessthan48hoursbeforethetimefixedforholdingtheAnnualGeneralMeeting.

AproxyshallnothavearighttospeakattheAnnualGeneralmeeting.However,incaseamemberhasnot voted through the remote e-voting facility, the proxy may be entitled to vote through Ballot at the 39th Annual General Meeting of the Company.

Incaseofjointholders,thesignatureofanyoneholderonproxyformwillbesufficient,butnamesofallthe joint holders should be stated.

05) EverymemberentitledtovoteattheAnnualGeneralMeetingoftheCompanycaninspecttheproxieslodged at the Company at any time during the business hours of the Company during the period beginning twentyfourhoursbeforethetimefixedforthecommencementoftheAnnualGeneralMeeting.Howeverapriornoticeofnotlessthan2(two)daysinwritingoftheintentionstoinspecttheproxieslodgedshallbe required to be provided to the Company.

06) Membersarerequestedtonotethefollowing: a) Membersholdingsharesinphysicalformarerequestedtoaddressalltheircorrespondenceincluding

changeofaddresstotheCompany’sRegistrarandShareTransferAgents,LinkIntimeIndiaPvt.Ltd,Block No. 202, Second Floor, Akshay Complex, off Dhole Patil Road, Near Ganesh Mandir, Pune - 411 001 and Members holding shares in dematerialized form should approach their respective Depository Participants for the same.

b) QuoteclientIDandDPIDnumbersinrespectofsharesheldindematerialisedformandledgerfolionumber in respect of shares held in physical form in all correspondence with the Company.

07) Members/ProxiesarerequestedtobringacopyofAnnualReportandattendanceslipdulyfilledinandhandovertheenclosedAttendanceSlip,dulysignedinaccordancewiththeirspecimensignature(s)registeredwith the Company for admission to the meeting hall. Members who hold shares in dematerialised form arerequestedtobringtheirClientIDandDPIDnumbersforidentification.

08) CorporatemembersintendingtosendtheirauthorizedrepresentativetoattendmeetingarerequestedtosendacertifiedtruecopyofBoardResolutionauthorizingtheirrepresentativestoattendandvoteontheir behalf at the Annual General Meeting.

09) Membersholdingequitysharesinmultiplefoliosintheidenticalorderofnamesarerequestedtoconsolidatetheir holding into one folio.

10) Membersholdingsharesindematerializedformarerequestedtointimateanychangeintheiraddress/name, bank details, ECS Mandates, nominations, power of attorney, etc. to their respective DPs only

11) EquityShareholderswhohavenotdematerializedareadvisedtodematerializetheirshareholding,toavoidinconvenienceinfutureandtoreapbenefitsofde-materialization.

12) Pursuanttosection101and136oftheCompaniesAct2013readwithRule18(1)oftheCompanies(ManagementandAdministration)Rules,2014,theNoticecallingAnnualGeneralMeetingalongwiththe

AnnualReportforthefinancialyearended31stMarch2018wouldbesentbyelectronicmodeonthee-mailaddresses as obtained from the depository/ Registrar and share Transfer Agent, unless the members have

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requested for a physical copy of the same. For members who have not registered their e-mail addresses, physical copies would be sent by the permitted mode.

Members are requested to support this green initiative by registering/updating their e-mail addresses with thedepositoryparticipant(incaseofshareheldindematerialisedform)orwithLinkIntimeIndiaPrivateLimited(incaseofsharesheldinphysicalform)

Even after registering for e-communication, Members are entitled to receive such communication in printed form, upon making a request for the same. For any communication, the members may also send request to the Company’s investor email ID [email protected].

MembersmayalsonotethatthenoticeoftheAGMandtheAnnualReportforthefinancialYearended31st March 2018 will also be hosted on the Company’s website www.kalyaniforge.co.in

13) TheSecuritiesExchangeBoardof India(SEBI)hasmandatedthesubmissionofPermanentAccountNumber(PAN)byeveryparticipantinsecuritiesmarket.Membersholdingsharesinelectronicformare,therefore requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company’s Registrar and Transfer Agent.

14) AlldocumentsreferredandintheaccompanyingNoticeandtheExplanatoryStatementshallbeopenforinspectionattheRegisteredOfficeoftheCompanyduringofficehoursonallworkingdaysexceptSundaybetween 11.00 a.m. and 4.00 p.m. up to the date of declaration of the result of the 39th Annual General Meeting of the Company.

15) Information required underRegulation 36(3) ofSEBI (ListingObligations&DisclosureRequirement)Regulations 2015 with respect to the Director retiring by rotation and being eligible seeking re-appointment is as under:

Item No. 3 – Re appointment of Mr. Gaurishankar N. Kalyani

Name of the Director Mr. Gaurishankar N KalyaniDirectorIdentificationNumber 00519610DateofJoiningtheBoard 26th April, 2006ProfileoftheDirector Mr. G.N. Kalyani born on August 31, 1954 is a

Non-ExecutiveDirector of theCompany.He is aCommerceGraduate(Hons.)besidesbeingDirectorof the Company; he is also a Director of Private LimitedCompaniesinthegroup.HeissonoflateDr.Neelkanth A. Kalyani industrialist and founder of the Company and husband of Mrs. Rohini G. Kalyani, Chairperson & Managing Director of the Company.

BoardMembership of otherPublic Limitedcompanies as on March 31, 2018

Nil

Chairman/Member of the Committees of Director of the Company as on March 31, 2018

Stakeholders Relationship Committee- Chairman

Remuneration & Nomination Committee- MemberAudit Committee-Member

Chairman/Member of the Committees of Director of other Companies in which he is a Director as on March 31, 2018

Nil

ShareholdinginKFLasonMarch31,2018 47,020 Equity Shares

Except Mr. Gaurishankar N. Kalyani, Non-Executive Director himself, Mrs. Rohini G Kalyani, Chairperson & Managing Director and Mr. Viraj G. Kalyani Executive Director together with his relatives, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in his re-appointment as a Director of the Company.

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Item No. 4 – Re appointment of Mr. Viraj G. Kalyani

Name of the Director Mr. Viraj G. KalyaniDirectorIdentificationNumber 02268846DateofJoiningtheBoard 17th May, 2013ProfileoftheDirector Mr. Viraj G. Kalyani, son of Mr. Gaurishankar N. Kalyani

&Mrs.RohiniG.Kalyani andGrandsonof LateDr.Neelkanth A. Kalyani Industrialist & Founder of the Company,bornonDecember04,1990.HeisanGraduatefromtheJeromeFisherPrograminManagementandTechnology at University of Pennsylvania, a four-year dual-degree program, with a Bachelor of Science in Economics, concentration in Finance at the Wharton School and a Bachelor of Science in Engineering, Major in Mechanical Engineering at the School of Engineering and Applied Science. Besides being Executive Director oftheCompany;heisalsoaDirectorofPrivateLimitedCompanies in the group.

BoardMembershipofotherPublicLimitedcompanies as on March 31, 2018

Nil

Chairman/Member of the Committees of Director of the Company as on March 31, 2018

Corporate Social Responsibility Committee-Member

Chairman/Member of the Committees of Director of other Companies in which he is a Director as on March 31, 2018

Nil

Shareholding in KFL as onMarch 31,2018

33,285 Equity Shares

Except Mr. Viraj G. Kalyani, Executive Director himself, Mrs. Rohini G Kalyani, Chairperson & Managing Director and Mr. Gaurishankar N. Kalyani Non-Executive Director together with his relatives, no other Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in his re-appointment as a Director of the Company.

*Note:DirectorshipsinPrivateLimitedCompanies,ForeignCompaniesandSection8CompaniesandtheirCommitteemembershipsare excluded from this declaration. Membership and Chairmanship of Committees of only public Companies have been included in the aforesaid table.

16) PursuanttoprovisionsofSection108oftheCompaniesAct,2013readwithrule20oftheCompanies(Management andAdministration)Rules, 2014 as amended by theCompanies (Management andAdministration)AmendmentRules,2015andRegulation44oftheSEBI(ListingObligation&DisclosureRequirement)Regulations,2015executedbyCompanywithBSELimited&TheNationalStockExchangeofIndiaLimitedtheCompanyispleasedtoprovidee-votingfacilitytoallitsshareholderstocasttheirvoteselectronically on the resolutions mentioned in the notice of 39th Annual General Meeting of the Company tobeheldonFriday27thJuly,2018.TheCompanyhasappointedCSHrishikeshRajhansa,proprietorofHR&Associates,PractisingCompanySecretary,PuneasScrutinizerforconductinge-votingprocessinfairandtransparentmanner.Thee-votingrightsoftheshareholders/beneficialownersshallbereckonedontheequitysharesheldbythemattheendofbusinesshourson20thJuly2018Theinstructionsfore-voting are given below:

(i) ThevotingperiodbeginsonTuesday, 24th July, 2018 at 9. 00 a.m and ends on Thursday, 26th July, 2018 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physicalformorindematerializedform,asonthecut-offdate(recorddate)Friday,20th July, 2018 maycasttheirvoteelectronically.Thee-votingmoduleshallbedisabledbyCDSLforvotingthereafter.

(ii) Theshareholdersshouldlogontothee-votingwebsitewww.evotingindia.com.

(iii) ClickonShareholders/Members

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(iv) NowEnteryourUserID

a. ForCDSL:16digitsbeneficiaryID, b. ForNSDL:8CharacterDPIDfollowedby8DigitsClientID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) NextentertheImageVerificationasdisplayedandClickonLogin.

(vi) Ifyouareholdingsharesindematformandhadloggedontowww.evotingindia.comandvotedonan earlier voting of any company, then your existing password is to be used.

(vii) Ifyouareafirsttimeuserfollowthestepsgivenbelow:

For members holding shares in demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department

(Applicableforbothdematshareholdersaswellasphysicalshareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on PostalBallot/AttendanceSlipindicatedinthePANfield.

Dividend Bank Details Or Date ofBirth(DOB)

Enter theDividendBankDetailsorDateofBirth (indd/mm/yyyy format)asrecorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enterthememberID/ folionumber intheDividendBankdetailsfieldasmentionedininstruction(iv).

(viii) Afterenteringthesedetailsappropriately,clickon“SUBMIT”tab.

(ix) Membersholdingshares inphysical formwill thendirectlyreachtheCompanyselectionscreen.However,membersholdingsharesindematformwillnowreach‘PasswordCreation’menuwhereintheyarerequiredtomandatorilyentertheirloginpasswordinthenewpasswordfield.Kindlynotethat this password is to be also used by the demat holders for voting for resolutions of any other companyonwhichtheyareeligibletovote,providedthatcompanyoptsfore-votingthroughCDSLplatform. It is strongly recommended not to share your password with any other person and take utmostcaretokeepyourpasswordconfidential.

(x) ForMembersholding shares in physical form, thedetails canbeusedonly for e-votingon theresolutions contained in this Notice.

(xi) ClickontheEVSNfortherelevant<CompanyName>onwhichyouchoosetovote.

(xii) Onthevotingpage,youwillsee“RESOLUTIONDESCRIPTION”andagainstthesametheoption“YES/NO”forvoting.SelecttheoptionYESorNOasdesired.TheoptionYESimpliesthatyouassentto the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Clickonthe“RESOLUTIONSFILELINK”ifyouwishtoviewtheentireResolutiondetails.

(xiv)Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbedisplayed.Ifyouwishtoconfirmyourvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”andaccordinglymodifyyourvote.

(xv) Onceyou“CONFIRM”yourvoteontheresolution,youwillnotbeallowedtomodifyyourvote.

(xvi)Youcanalsotakeaprintofthevotescastbyclickingon“Clickheretoprint”optionontheVotingpage.

(xvii)IfademataccountholderhasforgottenthechangedloginpasswordthenEntertheUserIDandtheimageverificationcodeandclickonForgotPassword&enterthedetailsaspromptedbythesystem.

(xviii)ShareholderscanalsocasttheirvoteusingCDSL’smobileappm-Votingavailableforandroidbasedmobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

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(xix)NoteforNon–IndividualShareholdersandCustodians

Non-Individualshareholders(i.e.otherthanIndividuals,HUF,NRIetc.)andCustodianarerequiredto log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password.TheComplianceUserwouldbeabletolinktheaccount(s)forwhichtheywishtovote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

AscannedcopyoftheBoardResolutionandPowerofAttorney(POA)whichtheyhaveissuedinfavour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions(“FAQs”)ande-votingmanualavailableatwww.evotingindia.com,underhelpsectionor write an email to [email protected]

(xx) SincetheCompanyisrequiredtoprovidemembersfacilitytoexercisetheirrighttovotebyelectronicmeans, shareholders of the Company, holding shares either in physical form or in dematerialized form,asonthecut-offdate(recorddate)of20thJuly2018andnotcastingtheirvoteelectronically,may only cast their vote at the Annual General Meeting.

(xxi)TheScrutinizershallaftertheconclusionofvotingatgeneralmeeting,willfirstcountthevotescastat the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at leasttwo(2)witnesses,notintheemploymentoftheCompanyandshallmakenotlaterthantwo(2)daysfromtheconclusionoftheAGMaconsolidatedscrutinizer’sreportofthetotalvotescastin favour or against, if any to the Chairperson or the person authorised by her in writing, who shall counter sign the same and declare the result of voting forthwith.

(xxii)TheResultsshallbedeclaredonorafterthe39thAnnualGeneralMeetingoftheCompany.TheResults declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.kalyaniforge.co.inandonthewebsiteofCDSLe-Votingwithintwo(2)daysofpassingoftheresolutions at the 39th Annual General Meeting of the Company and communicated to the Bombay StockExchangeLimitedandNationalStockExchangeLimited.

17) TheChairmanshallattheAGMattheendofdiscussionofresolutionsonwhichvotingistobeheldallowvotingwiththeassistanceofscrutinizerbyuseof“BallotPapers”forallthosememberswhoarepresentat the AGM but have not cast their votes by availing the remote e-voting facility.

important Note:

AsKalyaniForgeLimited,beingalistedcompanyandhavingmorethan1000shareholders,iscompulsorilyrequired to provide e-voting facility to members in terms of Section 108 of the Companies Act, 2013 read with Rule20ofCompanies (ManagementandAdministration)Rules,2014andRegulation44ofSEBI (ListingObligationsandDisclosureRequirements)Regulations,2015,votingbyshowofhandswillnotbeavailableto the members at the 39th Annual General Meeting in view of the further provisions of Section 107 read with Section 114 of the Companies Act, 2013.



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annexure to NoticeEXPLANATORYSTATEMENTPURSUANTTOSECTION102(1)OFCOMPANIESACT,2013

Item No. 06

The Board at its meeting held on 12th May 2018, on the recommendations of the Audit Committee, has appointed Mr. Rahul A Chincholkar, Cost Accountant as the Cost Auditor to conduct the audit of the cost records of the Companyforthefinancialyearcommencingfrom1stApril,2018onaremunerationofRs.1,25,000/-(RupeesOneLakhTwentyFivethousandonly)(exclusiveoftaxes,asapplicable)plusreimbursementofoutofpocketexpenses and conveyance.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit andAuditors)Rules,2014,theremunerationasmentionedabove,payabletothecostauditorisrequiredtoberatifiedbytheshareholdersoftheCompany.

The shareholder’s approval is solicited for the resolution at Item no 6 of the accompanying Notice as an ordinary resolution.

None of the Directors of the Company, the key managerial personnel of the Company or their relatives are concerned or interested in the aforesaid ordinary resolution.



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route map for the Venue of annual general meeting :

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maNagEmENT diSCUSSiON aNd aNalySiS rEPOrT

Economic Scenario and industry Structure:

Duringfinancialyear2017-18, Indianeconomygrewwitharemarkablepaceof7.6%,withaconsiderablemanufacturing growth of 9.3% as against 5.5% last year. With the help of Make in India drive, India is on the path of becoming the hub of hi- tech manufacturing as global companies are in the process of setting up manufacturing plants in India. It has become one of the most attractive destinations for investments in the Manufacturing sector. Make in India campaign has opened many avenues to the Forging Industry. More and more new entrants with global Original Equipment manufacturer are setting up their plants in India are coming to join the manufacturing industry. As a components manufacturer, we see lots of opportunities in it. The Make inIndiainitiativehasdefinitelybeenagoodmoveintherightdirectiontogivethenecessaryboosttotheoverallmanufacturing sector. It has created an all-round positive business environment and sentiments. The campaign hasdefinitelybeenfruitfulforcertainsegmentoftheforgingindustryandweareanticipatinganincreaseindemand from the non-auto sector in the medium and long term.

DuringlastfinancialyearIndiancurrencyhasdepreciatedbeforeUnitedStatesDollar.Thiswasmainlyonaccountof the fact that the dollar strengthened against all the major currencies because of stronger growth in the USA as well as the fact that Chinese growth and currency developments this year deteriorated, impacting the outlook on other EDMEs owing to risk-aversion perceptions of global investors. We expect the Indian industry to grow as an impact of the performance of the Chinese economy. The year 2017-18 witnessed a tumultuous global economic environment with major economies showing signs of slowdown in growth. Against this background, the fact that the Indian economy has emerged as the fastest growing economy with a high growth rate of over 7 per cent with manufacturing sector growing at 9.5 per cent is noteworthy.

industry Structure:

TheautomobileindustryformsthecruxoftheIndianforgingindustry.Despitetheearnestattemptofdiversificationto non-auto sector, automotive sector continues to contribute 60 per cent of the total forging production. In the last 25 years, the Indian auto industry has emerged as one of the largest in the world with an annual production of25.32millionvehicles inFY2017-18withagrowthof8.68percentoverthelastyearwith29.07million.Theautomobileindustryaccountsfor7.1percentofthecountry’sgrossdomesticproduct(GDP).Thegrowingnumber of young population and the bulging middle class segment with increase in purchasing power has made the two-wheeler segment the leader of the Indian automobile market with about 81 per cent market share.

Despite being the largest three-wheeler industry, in terms of domestic sales and exports, the Indian three-wheelerssegmentisyettoseeafull-fledgedrecovery.Afterwitnessingapositiveearlier,thissegmenthasshown some revival symptoms. The 3W segment has produced 8.6 lakhs units during April 2017 and February 2018, registering a negative growth of 0.90 per cent. This is due to the tough competition received by the 3W goods carriers from the small commercial vehicles 2. The automotive industry has achieved the target of incremental employment creation of 25 million jobs over the last decade. Secondly, Indian automotive industry hasbypassedthetarget1,57,500croreduetoasignificantquantumofinvestmentsfromforeignanddomesticOEMs as well as component manufacturers.

TheIndianforgingindustry,asapartofthemanufacturingsector,hasplayedasignificantroleintheIndianeconomy.Withsettingupofinternationalpurchasingoffices(IPO)bymajorglobalOEMandTier-1industrieslot of forging companies in India are expected to play a bigger role in their sourcing strategy. In order to meet their expectations the Indian forging industries have already expanded their operational spectrum to cater to finishedandreadytoassemblepartsratherthansupplyofsimpleforgings.Withbusinesssentimentshavingimproved in India, in the coming years we expect to see improved business activity which will consequently push the demand for forging products as well as exports.

Opportunities &Threats:

Kalyani Forge is undergoing a strategic repositioning to meet the needs of discerning clients. Over the past few years we have successfully pursued a number of new multinational clients who are leaders in their segments or industries. The company sees enormous potential in regaining the market share in tier-1 businesses which supplydirectly toOEMs,particularly in fullyfinished, ready-to-assemblecomponents.Thestrategicmovesinvolve changes across the board in our internal activities which can yield rich rewards. Some examples include

39th AnnuAl RepoRt

14

customer relationship management, employee engagement, logistics, information management, business and competitive intelligence, production process enhancement and many more.

The company has a lot of potential in gaining new clients in the growing passenger vehicle space, not only for enginecomponents(whicharecurrentlyamajorityofthebusiness)butalsothetransmission,Chassisanddriveline components and aggregates. Additionally there are new, untapped markets in North America, Europe and East Asia which can grow through the new customers we have won over the last year in these regions. Everyone at Kalyani Forge is put to test, to take on new challenges, learn from failures and build resilience. We are building our change management capabilities to stay on top of our game.

Outlook:

With economic recovery expected in 2018-19, demand for automobiles across the various categories is likely to receive required impetus. While sales growth in commercial vehicles and passenger vehicles is expected to enter the positive trajectory, growth would accelerate in the two-wheeler and three-wheeler segments, driven by expected moderation in interest rate, fall in ownership cost and improvement in economic activity and consumer sentiments. Indian automobile companies are expected to continue their thrust on the overseas markets especially emerging markets in an attempt to offset the muted demand in the domestic market. The government has opened the doors of defense and the railways for the private players. We see a huge potential for the forging parts manufacturers to get orders for supply of forging parts.

risks and Concerns:

Belonging to high capital intensive industry, due to lack of future commitment of sales schedules from customers, there is a risk of the complete production line going idle. In addition retention of talent, both at operator level and at managerial level is a major concern. Being a Technology Company, hiring and retaining top-notch talent is a key to continued success of our Organization.

internal Controls and adequacy:

The Company has focused on controls through robust systems and processes. Some major initiatives include theincreaseduseofERPsystem(SAP)data,revisedandupdatedmasterdatamanagementtobringinbetterstandardizationandaccuracyofinformationflowthroughoutallfunctionsandactivities.AnincreasednumberofworkflowshavebeenroutedthroughtheERPincludingapprovalsandreducedmanualinterventionindataentry.Thishasincreasedthelevelofcontrolonmaterialflow,inventorymanagementandcashflow.

Financial and Operational Performance:

The company has made strategic decisions in accepting newer businesses so as to ensure maximum utilization of its forging capacity. This will result in an improved top line as well as bottom line. We have also decided to implement a number of cost control measures mainly in the areas of manpower costs, the transportation and the outsourcing costs. Also by going for more and more automation in the plant we expect reduction in rejections andtherelatedcosts.Thecompanyhasconsistentlymaintained“A”ratingbythecreditratingagency.Withtheprofitabilityimprovementmeasuresundertaken,inthecurrentyearweexpecttobouncebacktothelevelofprofitsattainedearlier.

manpower development in Hr and industrial relations:

Over the years Company has maintained consistency in its efforts in training and developing its human resource with a view to face the competition. Industrial relations were in order throughout the year and there was satisfactory co-operation between the management and the workers in working towards the overall objectives of the Company.

Cautionary Statements:

Statements in the management discussions and analysis section describing company’s projections, estimations, expectationandpredictionsmaybe“forwardlookingstatements”withinthemeaningofapplicablesecuritieslawsand regulations. Actual results could differ materially from the expressed or implied. Important factors that would make a difference to the company’s operations include demand supply conditions, raw material prices, changes in government regulations, tax regimes, competition, economic developments within and outside the country, etc.

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dirECTOrS’ rEPOrT

Dear Shareholders,

The Board of Directors of your Company are pleased to present the 39th Annual Report together with the Audited Statement of Accounts of Kalyani Forge limited(“theCompany”)fortheyearendedMarch31,2018.

Financial Performance:

The summarized standalone results of your Company are given below.` in lakhs

Particulars Financial year ended Standalone

31/03/2018 31/03/2017

Totalincomefromoperations(net) 26,536.00 25,212.00

Profit/(loss)beforeInterest,Depreciation&Tax(EBITDA) 2,789.00 1919.00

Finance Charges 634.00 378.00

Depreciation 1,295.00 1,041.00

Tax Expenses 263.00 172.00

NetProfit/(Loss)AfterTax 656.00 348.00

BalanceofProfitfromPreviousYear 8,202.00 7,747.00

ProfitavailableforAppropriation 8,810.77 8202.00

Less-TransfertoGeneralReserves - -

Less–Dividendpaid 109.14 -

Less-TaxonaboveDividend 22.22 -

SurplusretainedinProfit&LossAccount 8679.41 8202.00

*previousyearfigureshavebeenregrouped/realignedasperIND-ASrequirements.

Summary of Operations:

Duringtheyear,thenetrevenuefromoperationsofyourCompanyforFY17-18stoodtoRs26,536LakhsagainstRs.25,212LakhsfortheFY16-17,yourCompany’sProfitaftertaxstoodatRs.656LakhsasagainstprofitofRs348LakhslastYear.YourcompanyhassuccessfullytransformeditsaccountingandreportingtoInd-AS regime.

Change in the nature of business, if any:

There is no change in the nature of the business of the Company during the year.

reserves:

The Company has not transferred any amount to General Reserves for the year under review.

dividend:

YourDirectorsarepleasedtorecommendforapprovalofmembersadividendofRs.3.50perequityshare(35%)atthefacevalueofRs10/-persharefortheYearended31st March, 2018

Capital/ Finance:

During the year, the Company has not issued/allotted equity or preference shares. As on 31st March, 2018 the issued, subscribed and paid up share capital of your Company is at Rs. 36,380,000/-, comprising 36, 38,000 equity shares of Rs.10/- each.

39th AnnuAl RepoRt

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Fixed deposits:

YourCompanyhasnotacceptedanydepositsfrompublic,Therefore,detailsrelatingtodepositscoveredunderChapter V of the Companies Act, 2013 are not applicable to the Company.

Extract of annual return:

Pursuanttosection92(3)oftheCompaniesAct,2013andrule12(1)oftheCompanies(ManagementandAdministration)Rules,2014,extractofannualreturnisAnnexedasAnnexure1.

Transfer of amounts to investor Education and Protection Fund:

YourCompanyhastransferredfundslyingunpaidorunclaimedforaperiodofsevenyearstoInvestorEducationandProtectionFund(IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid andunclaimedamountslyingwithcompanies)Rules,2012,theCompanyhasalreadyfiledthenecessaryformand uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.July25,2017),withtheMinistryofCorporateAffairs.

details of Board meetings:

Duringtheyear,fivemeetingsofBoardofDirectorswereheld,detailsofwhicharegivenbelow:

date of the meeting No. of directors attended the meetingMay 23, 2017 5August 10, 2017 5November 17, 2017 5February 13, 2018 5

Committees of Board:

The composition of the Committees of the Board of Directors has been detailed in the Corporate Governance annexure to this report.

declaration by independent directors:

Mr. Pradeep Nadkarni, Mr. Abhijit Sen & Mr. Vishwas Chitrao are Independent Directors on the Board of your Company.IntheopinionoftheBoardandasconfirmedbytheseDirectors,theyfulfiltheconditionsspecifiedin section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

directors and Key managerial Personnel:

Mr. Gaurishankar N Kalyani, Non-Executive Director and Mr. Viraj Gaurishankar Kalyani, Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Chandranil Belvalkar resigned from the post of Company Secretary during the year and Mr. Nilesh Vitekar was appointed on February 13, 2018.

Formal annual Evaluation:

SEBI(ListingObligations&DisclosureRequirements)Regulations,2015mandatesthattheBoardshallmonitorand review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. In addition, Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

In pursuance of above, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

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The Company commenced with the review of the best practices prevalent in the industry and evaluation of Board members. On the basis of review and the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

At a Separate meeting of Independent Directors held on 31st March 2018, performance evaluation of Chairperson, Non- Independent Directors, and the Board of Directors was carried out by Independent Directors which has alsoreviewedtheadequacyoftheflowofinformationbetweentheCompanyManagementandBoard.

The detailed programme for familiarisation of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of business, AOP, business model of the Company, etc. was undertaken by the Company.

Company’s policy on appointment and remuneration:

The policies relating to selection of Directors and determining Directors independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is attached herewith and marked as annexure 2.

Highlights on Company’s policy on Sexual Harassment:

As per “SEXUALHARASSMENTOFWOMANATWORKPLACE (PREVENTION, PROHIBITIONANDREDRESSAL)ACT,2013”,thehighlightsofthepolicyadoptedbythecompanyisattachedherewithmarkedas annexure 3.

Holding and Subsidiaries:

During the period under review the Company does not have any holding or Subsidiary company.

Statutory auditors, their report and Notes to Financial Statements:

The Company in its Annual General Meeting held on August 2, 2016 appointed M/s. K.S. Aiyar & Co. Chartered AccountantsasStatutoryAuditorsoftheCompanyforaperiodoffiveyearswitheffectfromtheconclusionof37th Annual General Meeting of the Company held on August 2, 2016.

PursuanttotheprovisionsofSection139oftheCompaniesAct,2013readwithRule3(7)oftheCompanies(AuditandAuditors)Rules,2014theappointmentofStatutoryAuditorsshallbeplacedforratificationateveryAnnual General Meeting.

AccordinglyaletterisreceivedfromM/sK.S.Aiyar&Co.CharteredAccountantsconfirmingthatappointmentifmade shall be as per eligibility required under Section 141 of the Companies Act, 2013 read with the Companies (AuditandAuditors)Rules,2014.

YourDirectors seek ratification from themembers for theappointmentofM/sK.S.Aiyar&Co.CharteredAccountants as the Statutory Auditors of your Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company.

Internal financial controls:

TheinternalfinancialcontrolswithreferencetotheFinancialStatementsarecommensuratewiththesizeandnature of business of the Company.

Cost audit:

AspertheCostAuditOrders,CostAuditisapplicabletotheCompany’sforgingbusinessfortheFY2018-19.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the CompaniesAct,2013,readwiththeCompanies(AuditandAuditors)Rules,2014,M/s.R.AChincholkar&Co,Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2018-19.The remuneration proposed to bepaid to them requires ratification of theshareholdersoftheCompany.Inviewofthis,yourratificationforpaymentofremunerationtoCostAuditorsisbeing sought at the ensuing Annual General Meeting.

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Secretarial audit:

In termsofSection204of theCompaniesAct,2013andRulesmade thereunder,M/s.HR&Associates,Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as annexure 4tothisreport.TheDirectorshavenotedthequalificationsinSecretarialAuditReport.Astherewasfrequentattritionintheofficers/employeesoftheCompanyduetowhich compliance mechanism was disturbed, however necessary steps have been taken to ensure the required compliances.

Human resources:

YourCompanytreatsits“humanresources”asoneofitsmostimportantassets.

YourCompanycontinuouslyinvestsinattraction,retentionanddevelopmentoftalentonanongoingbasis.Anumberofprogramsthatprovidefocusedpeopleattentionarecurrentlyunderway.YourCompany’sthrustison the promotion of talent internally through job rotation and job enlargement.

related Party Transactions:

Allcontracts/arrangement/transactionsenteredbytheCompanyduringtheFinancialYearwithrelatedpartywere in the ordinary course of business and on arm’s length basis. Such transaction forms part of the notes to thefinancialstatementsprovidedintheAnnualReport.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions which is available on the Company’s Website: www.kalyaniforge.co.in.

The summary of related party transaction in Form AOC-2 is enclosed as annexure 5.

risk management Policy:

In terms of the requirement of the Companies Act, 2013 the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The detailed Risk ManagementPolicyisavailableonCompany’swebsite.Highlightsofthesameareenclosedinannexure 6.

management discussion and analysis:

ManagementDiscussionandAnalysiscomprisinganoverviewofthefinancialresults,operations/performanceand the future prospects of the Company form part of this Annual Report.

Corporate Social responsibility )CSr(:

The Company has adopted the CSR policy pursuant to Sec 135 of the Companies Act, 2013. For the Financial Year2017-18theoverallCSRcommitmentwasRs.3,71,307/-outofwhichithasspentRs.3,00,000/-andisin discussion with several projects to spend remaining amount. The disclosures as per Rule 9 of Companies (CorporateSocialResponsibilityPolicy)Rules,2014isenclosedasannexure 7.

Highlights of Corporate Social responsibility Policy:

The Company proposes to undertake CSR projects and programmes in respect of the activities stated below with a preference to implement these projects and programme in the areas in which it operates:

Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Promoting gender equality, empowering women, setting-up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

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Ensuringenvironmentalsustainability,ecologicalbalance,protectionoffloraandfauna,animalwelfare,agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

Protection of national heritage, art and culture including restoration of buildings and sites historical importance and works of art; setting-up public libraries, promotion and development of traditional arts and handicrafts.

Measuresforthebenefitofarmedforcesveterans,warwidowsandtheirdependents.

Training to promote rural sports, nationally recognised sports, Paralympics Sports and Olympic Sports.

Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.

Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

Rural development Projects.

Particulars of Employees:

PursuanttotheCompanies(AppointmentandRemunerationofManagerialPersonnel)Rules,2014,statementof particulars of employees is annexed as annexure 8.

details of establishment of vigil mechanism for directors and employees:

The details of establishment of vigil mechanism for directors and employees to report genuine concerns are to be disclosed.

HighlightsofWhistleBlowerPolicyareenclosedinannexure 9.

Corporate Governance Certificate

TheCompliancecertificatefromtheAuditorsregardingcomplianceofconditionsofcorporategovernanceasstipulatedinSEBI(ListingObligationsandDisclosureRequirements)Regulations2015isannexedwiththereport.

details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The Company, in its continuous endeavour to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.

)a( Conservation of energy

(i) the steps taken or impact on conservation of energy

The Company, in its continuous endeavour to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipments

-

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)b( Technology absorption

(i) the efforts made towards technology Absorption

(ii) the benefits derived like productimprovement, cost reduction, product development or import substitution

Productivity improvement in both forged and machined components together with competitive quality.

Process technology improvements to achieve competitive advantage in the business.

Successful commercial scale up of forged and machined parts.

Capability building for attracting new customers.

(iii) in case of imported technology (imported during the last three years reckoned fromthebeginningofthefinancialyear)-(a)thedetailsoftechnologyimported(b)theyearofimport;(c)whether the technologybeen fully

Absorbed(d) if not fully absorbed, areaswhere

absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

(salaries Rs. 64.24 lakhs + consumables Rs.261.79+ capitalexpenditureRs.180lakhs)

Total energy consumption and energy consumption per unit of production as per Form – A of the Annexure to the Rules is as given below:

Sr. No. description 2017-18 2016-171( POWEr aNd FUEl CONSUmPTiONI) Electricity

a) PurchasedUnits(KWH) 2,65,35,664 2,41,87,484TotalAmount(In.Rs) 23,01,05,164 20,00,82,381Rate/Unit(Rs) 8.67 8.27

b) Own Generationi) Through Diesel Generator 2,04,212 1,06,840ii) ThroughSteamGenerator(KWH)

II) CoalIII) Fuel Oil )FO + CBFS(

Quantity(Ltrs.)TotalAmount(InRs.) 3,23,62,092 2,74,58,857AverageRate/Litre(Rs.)-FO+CBFS 33.08 28.07

2) CONSUmPTiON PEr UNiT OF PrOdUCTiONProduct : high quality closed tolerance die forgingsUnit : M.T. 15647 15523Electricity(KWH) 1570.4 1558.2FuelOil(KL/TON) 0.06 0.06Coal Nil NIL

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)c( research & development )r&d(:

i) SpecificAreasofResearch&Development-

Development of new products both in the area of Forging as well as Machined components for Domestic & Export.

1) During the year 2017-18,Companymade significant achievements in the areaof productDevelopment.TheCompanydevelopedvarietyofproductsasperthespecificrequirementsofthe customers such as Knuckle Arm, Turbo Charger Ring, Under Carriage and Steering Parts.

2) NewDesignDieHolders&BaseBolstersforaccommodatingSquare&RoundParts

3) DieLocksintroducedforWarmandhotforgingcomponentstoreducediesetuptimeandtoimprove forging quality.

4) IntroducedW303Diematerial forTulipWarmForgingDies to improvedie life – byVAVEApproach.

5) TheCompanyhasspentRs.506.03LakhsduringtheFinancialYear2017-18onResearchandDevelopment activities.

ii) FuturePlanofAction:

1) Research&DevelopmentinSingleMinuteExchangeofDies(SMED)project.

2) Focuseddevelopmentofvarietyofwarmandcoldforgingandmachinedpremiumcomponents.

3) Planningtocommenceactivitiesinbiggersizeforgings.

4) Optimizationofinputmaterialtoimprovemaximumforgingyieldratio.

5) Introducesplinerollingtechnologyfortulips.

)d( Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs. 4,01,10,847/- and the total foreign exchange earned Rs. 19,33,48,626/- .

)e( Technology absorption, adaptation and innovation:

Through In-house Research and Development Company is focusing on developing Turbo Chargers, Under CarriageandNearNetShapeWarmforgedbell(OuterRace).

directors’ responsibility Statement:

Pursuanttotherequirementclause(c)ofsub-section(3)ofSection134oftheCompaniesAct,2013,yourDirectorsconfirmthat:

(a) inthepreparationoftheannualaccounts,theapplicableaccountingstandardshadbeenfollowedalongwith proper explanation relating to material departures;

(b) theDirectorshadselectedsuchaccountingpoliciesandappliedthemconsistentlyandmadejudgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompanyattheendofthefinancialyearandoftheprofitandlossoftheCompanyforthatperiod;

(c) theDirectorshadtakenproperandsufficientcareforthemaintenanceofadequateaccountingrecordsinaccordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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(d) thedirectorshadpreparedtheannualaccountsonagoingconcernbasis;and

(e) thedirectors,hadlaiddowninternalfinancialcontrolstobefollowedbytheCompanyandthatsuchinternalfinancialcontrolsareadequateandwereoperatingeffectively.

(f) thedirectorshaddevisedpropersystemstoensurecompliancewiththeprovisionsofallapplicablelawsand that such systems were adequate and operating effectively.

acknowledgement:

YourDirectorsplaceonrecordtheirappreciationforemployeesatalllevels,whohavecontributedtothegrowthand performance of your Company.

YourDirectorsalsothanktheclients,vendors,bankers,shareholdersandadvisersoftheCompanyfortheircontinuedsupport.YourDirectorsalsothanktheCentralandStateGovernments,andotherstatutoryauthoritiesfor their continued support.

For and on behalf of the Board

Place: Pune Rohini G. KalyaniDate: 12th May 2018 Chairperson & Managing Director DIN: 00519565

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annexure 1

Form No. mgT-9

EXTRACTOFANNUALRETURNasonthefinancialyearendedon31stMarch,2018ofKALYANIFORGELIMITED

[PursuanttoSection92(1)of the Companies Act, 2013andrule12(1)oftheCompanies(ManagementandAdministration)Rules,2014]

i. rEgiSTraTiON aNd OTHEr dETailS:

i) CIN : L28910MH1979PLC020959

ii) RegistrationDate : 29/01/1979

iii) NameoftheCompany : KALYANIFORGELIMITED

iv) Category/Sub-CategoryoftheCompany : Companylimitedbyshares

v) AddressoftheRegisteredOfficeandcontactdetails : ShangrilaGardensCWings1st Floor, Opp Bund Garden, Pune 411001

vi) Whetherlistedcompany : Yes

vii) Name,Addressandcontactdetailsof : LinkIntimeIndiaPvt.Ltd. Registrar&TransferAgents(RTA),ifany 202AkshayComplex,Off.DholePatil Road, Pune - 411001

ii. PriNCiPal BUSiNESS aCTiViTiES OF THE COmPaNy

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No. Name and description NiC Code ofthe Product/ service

% to total turnoverof the company

1. Single Business Segments 25910 100

iii. ParTiCUlarS OF HOldiNg, SUBSidiary aNd aSSOCiaTE COmPaNiES -

S. No. Name and address of the Company

CiN/glN Holding/Subsidiary /associate

% of shares held

applicable Section

1. N.A. N.A. N.A. N.A. N.A.

iV. SHarE HOldiNg PaTTErN )Equity Share capital breakup as percentage of total equity(:

)i( Category-wise share holding

Sr. No

Category of Shareholder Shareholding at the beginningof the year - 2017

Shareholding at the endof the year - 2018

% Change

during the year

demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

(A) Promoters

[1] Indian

(a) Individuals/HinduUndividedFamily 144176 0 144176 3.9631 144176 0 144176 3.9631 0.0000

(b) CentralGovernment/StateGovernment(s) 0 0 0 0.0000 0 0 0 0.0000 ‘0.0000

(c) Bodies Corporate 1988120 0 1988120 54.6487 1988120 0 1988120 54.6487 0.0000

(d) Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0.0000 ‘0.0000

(e) AnyOther(Specify) 0 0 0 0.0000 0 0 0 0.0000 ‘0.0000

Sub Total )a()1( 2132296 0 2132296 58.6118 2132296 0 2132296 58.6118 0.0000

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Sr. No

Category of Shareholder Shareholding at the beginningof the year - 2017

Shareholding at the endof the year - 2018

% Change

during the year

demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

[2] Foreign

(a) Individuals (Non-Resident Individuals / Foreign Individuals)

0 0 0 0.0000 0 0 0 0.0000 0.0000

(b) Bodies Corporate 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Bank/Financial instructions 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) AnyOther(Specify)

Sub Total )a()2( 0 0 0 0.0000 0 0 0 0.0000 0.0000

Total Shareholding of Promoter 2132296 0 2132296 58.6118 2132296 0 2132296 58.6118 0.0000

)a(=)a()1(+)a()2(

(B) Public Shareholding

[1] Institutions

(a) Mutual Funds / UTI 0 0 0 0.0000 0 0 0 0.0000 0.0000

(b) Financial Institutions / Banks 0 0 0 0.0000 0 0 0 0.0000 0.0000

(c) Central Government 0 0 0 0.0000 0 0 0 0.0000 0.0000

(d) StateGovernment(s) 0 0 0 0.0000 0 0 0 0.0000 0.0000

(e) Venture Capital fund 0 0 0 0.0000 0 0 0 0.0000 0.0000

(f) Insurance Companies 0 0 0 0.0000 0 0 0 0.0000 0.0000

(g) FIIs 0 0 0 0.0000 0 0 0 0.0000 0.0000

(h) Foreign Venture Capital Fund 0 0 0 0.0000 0 0 0 0.0000 0.0000

(i) AnyOther(Specify)

Sub Total )B()1( 0 0 0 0.0000 0 0 0 0.0000 0.0000

[3] Non-institutions

(a) Bodies Corporate 199573 570900 770473 21.1785 199573 570900 770473 21.1785 1.69

(b) Individuals

(i) Individual shareholders holding nominal share 284330 103377 389357 10.7 317249 101277 418526 11.5043 0.8

capital upto Rs. 1 lakh.

(ii) Individual shareholders holding nominal share 89961 182000 271961 7.48 99649 182000 281649 7.7419 ‘0.0000

capital in excess of Rs. 1 lakh

)c( any Other )Specify(

Trusts 0 100 100 0.0027 0 100 100 0.0027 0.0000

HinduUndividedFamily 8794 0 8794 0.24 20420 0 20420 0.5613 0.32

NonResidentIndians(NonRepat) 1566 0 1566 0.04 2161 0 2161 0.0594 0.019

NonResidentIndians(Repat) 1591 0 1591 0.04 3497 0 3497 0.0961 0.56

Clearing Member 1987 0 1987 0.05 8878 0 8878 0.2440 0.19

Sub Total )B()2( 649327 856377 1505704 5.9171 651427 854277 1505704 41.3882 ’25.4222

Total Public Shareholding)B(=)B()1(+)B()2( 649327 856377 1505704 5.9171 651427 854277 1505704 41.3882 ’25.4222

Total )a(+)B( 2781623 856377 3638000 100.0000 2783723 854277 3638000 100.0000 0.0000

C Shares held by custodian for gdr/adr 0 0 0 0.0000 0 0 0 0.0000 0.0000

Total )a(+)B(+)C( 2781623 856377 3638000 100.0000 2783723 854277 3638000 100.0000 0.0000

39th AnnuAl RepoRt

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)ii( Shareholding of Promoters:

Sr.No.

Shareholder’s Name Shareholding atthe beginning of the year - 2017

Shareholding atthe end of the year - 2018

% Change in share holding

during the year

No. of Shares

% of total Shares of

the company

% of Shares Pledged /

Encumberedto total shares

No. of Shares

% of total Shares of

the company

% of Shares Pledged /

Encumberedto total shares

1. KalyaniConsultantsPvt.Ltd. 377,280 10.37 NIL 377280 10.37 NIL NIL

2. VakratundInvestmentPvt.Ltd. 342,342 9.41 NIL 342342 9.41 NIL NIL

3. PaxInvestmentsPvt.Ltd. 340,074 9.35 NIL 340074 9.35 NIL NIL

4. Squirrel Financers And Investors Pvt.Ltd.

186,480 5.13 NIL 186480 5.13 NIL NIL

5. BellonaInvestmentPvt.Ltd. 173,124 4.76 NIL 173124 4.76 NIL NIL

6. Kalyani Exports & Investments Pvt.Ltd.

95,600 2.63 NIL 95600 2.63 NIL NIL

7. AttilaInvestmentPvt.Ltd. 94,500 2.60 NIL 94500 2.60 NIL NIL

8. Monte Carlo Investment Private Limited

94,500 2.60 NIL 94500 2.60 NIL NIL

9. VikatInvestmentPvt.Ltd. 65,520 1.80 NIL 65520 1.80 NIL NIL

10. DukhahartaInvestmentPvt.Ltd. 64,260 1.77 NIL 64260 1.77 NIL NIL

11. SukhakartaInvestmentPvt.Ltd. 64,260 1.77 NIL 64260 1.77 NIL NIL

12. Gaurishankar Neelkanth Kalyani 47,020 1.29 NIL 47020 1.29 NIL NIL

13. Agasti Investment &Trading PrivateLimited

35,280 0.97 NIL 35280 0.97 NIL NIL

14. Rohini Gaurishankar Kalyani 32,236 0.89 NIL 32236 0.89 NIL NIL

15. Sheetal Gaurishankar Kalyani 31,635 0.87 NIL 31635 0.87 NIL NIL

16. Viraj Gaurishankar Kalyani 33,285 0.91 NIL 33285 0.91 NIL NIL

17. Rajgad Trading Company Pvt. Ltd.

28,200 0.78 NIL 28200 0.78 NIL NIL

18. AboliInvestmentPvt.Ltd. 26,500 0.73 NIL 26500 0.73 NIL NIL

19. JannhaviInvestmentPrivateLimited

200 0.01 NIL 200 0.01 NIL NIL

)iii( Change in Promoters’ Shareholding )please specify, if there is no change(:

Sr.No.

Name of Shareholder Share holding date increase / decrease in

shareholding

reason Cumulative shareholding during the year )1/04/2017 to

31/03/2018(

No. of Shares at the beginning

of year )01/04/2017(

% of total shares of

the company

No of shares


theCompany

End of the year )31/03/2018(

1. KalyaniConsultantsPvt.Ltd. 377,280 10.37 01/04/2017 NIL No change During the year

377,280 10.37

377,280 10.37 31/03/2018

2 VakratundInvestmentPvt.Ltd. 342,342 9.41 01/04/2017 NIL No change During the year

342,342 9.41

342,342 9.41 31/03/2018

3. PaxInvestmentsPvt.Ltd 340,074 9.35 01/04/2017 NIL No change During the year

340,074 9.35 31/03/2018 340,074 9.35

4 Squirrel Financers And InvestorsPvt.Ltd

186,480 5.13 01/04/2017 NIL No change During the year

186,480 5.13

186,480 5.13 31/03/2018

39th AnnuAl RepoRt

26

Sr.No.

Name of Shareholder Share holding date increase / decrease in

shareholding

reason Cumulative shareholding during the year )1/04/2017 to

31/03/2018(

No. of Shares at the beginning

of year )01/04/2017(


the company

No of shares


theCompany

End of the year )31/03/2018(

5 BellonaInvestmentPvt.Ltd 173,124 4.76 01/04/2017 NIL No change During the year

173,124 4.76

173,124 4.76 31/03/2018

6 Kalyani Exports & Investments Pvt.Ltd.


95,600 2.63

95,600 2.63 31/03/2018

7 AttilaInvestmentPvt.Ltd. 94,500 2.60 01/04/2017 NIL No change During the year

94,500 2.60

94,500 2.60 31/03/2018

8 Monte Carlo Investment Private Limited


94,500 2.60

94,500 2.60 31/03/2018

9 VikatInvestmentPvt.Ltd. 65,520 1.80 01/04/2017 NIL No change During the year

65,520 1.80

65,520 1.80 31/03/2018

10 Dukhaharta Investment Pvt. Ltd.


64,260 1.77

64,260 1.77 31/03/2018

11 Sukhakarta Investment Pvt. Ltd.


64,260 1.77

64,260 1.77 31/03/2018

12 Gaurishankar Neelkanth Kalyani


47,020 1.29

47,020 1.29 31/03/2018

13 Agasti Investment &Trading PrivateLimited


35,280 0.97

35,280 0.97 31/03/2018

14 Rohini Gaurishankar Kalyani 32,236 0.89 01/04/2017 NIL No change During the year

32,236 0.89

32,236 0.89 31/03/2018

15 Sheetal Gaurishankar Kalyani 31,635 0.87 01/04/2017 NIL No change During the year

31,635 0.87

31,635 0.87 31/03/2018

16 Viraj Gaurishankar Kalyani 33285 0.91 01/04/2017 NIL No change During the year

33285 0.91

33285 0.91 31/03/2018

17 Rajgad Trading Company Pvt. Ltd.


28,200 0.78

28,200 0.78 31/03/2018

18 AboliInvestmentPvt.Ltd 26,500 0.73 01/04/2017 NIL No change During the year

26,500 0.73

26,500 0.73 31/03/2018

19 JannhaviInvestmentPrivateLimited

200 0.01 01/04/2017 NIL No change During the year

200 0.01

200 0.01 31/03/2018

Note: 1. PaidupShareCapitaloftheCompany(FaceValueRs.10.00)attheendoftheyearis3638000Shares. 2. The details of holding has been clubbed based on PAN.

3. %oftotalSharesoftheCompanyisbasedonthepaidupCapitaloftheCompanyattheendoftheYear.

39th AnnuAl RepoRt

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)iv( Shareholding Pattern of top ten Shareholders )other than directors, Promoters and Holders of gdrs and adrs(:

Sr. No.

Name of the Shareholder Shareholding atthe beginning of the year

Cumulative Shareholdingduring the year

as on quarter in case of any

changes

No. of Shares

held

Shares as % of

Total No. of

Shares

as on march 31, 2018

No. of Shares

held

Shares as % of

Total No. of

Shares

1 AmritSteelsPrivateLimited April 01, 2017 1,67,773 4.61 March 31, 2018 0 0.00

2 Vijay Kumar Agarwal April 01, 2017 85,767 2.36 March 31, 2018 0 0.00

3 Satish Ashok Sabnis April 01, 2017 20,653 0.53 March 31, 2018 0 0.57

4 Santosh Kishore Gupta April 01, 2017 2,411 0.07 March 31, 2018 7,687 0.21

5 Suresh Dindayal Khatri April 01, 2017 3890 0.11 March 31, 2018 5,390 0.15

6 Raj Kumar Agarwal April 01, 2017 1,000 0.03 March 31, 2018 4,000 0.11

7 Bhavna Govindbhai Desai April 01, 2017 0 0.00 March 31, 2018 4,000 0.11

8 Sita N Gupta April 01, 2017 750 0.02 March 31, 2018 3,950 0.11

9 MitrasenJain April 01, 2017 1,711 0.05 March 31, 2018 3,940 0.11

10 Krishna Kumar R April 01, 2017 3,860 0.10 March 31, 2018 3860 0.10

)v( Shareholding of directors and Key managerial Personnel:

Sr. No

Name of Director/KMP Shareholding at the beginning of

theyear(01/04/2017)

Date wise increase/

decrease inshareholding

during the year

Cumulativeshareholding at the

end oftheyear(31/03/2018)

No. of shares

% of total shares of Company

No. of shares

% of total shares of Company

1 Mrs. Rohini G. Kalyani,Chairperson & Managing Director

32,236 0.89 No Change 32,236 0.89

2. Mr. Viraj Kalyani, Executive Director 33,285 0.91 No Change 33,285 0.91

3. Mr. Gaurishankar N. Kalyani, Non-Executive Director 47,020 1.29 No Change 47,020 1.29

4. Mr. Pradip Nadkarni, Independent Director 306 0.008 No Change 306 0.008

5. Mr. Abhijit Sen, Independent Director 0 0.00 No Change 0 0.00

6. Mr. Vishwas Chitrao, Independent Director 0 0.00 No Change 0 0.00

Key Managerial Person

7. Mr. Avinash Khare, CFO 0 0.00 No Change 0 0.00

8. Mr. Chandranil Belvalkar, Previous Company Secretary

0 0.00 No Change 0 0.00

9. Mr. Nilesh Vitekar,CompanySecretary&ComplianceOfficer

0 0.00 No Change 0 0.00

39th AnnuAl RepoRt

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V. iNdEBTEdNESS:

indebtedness of the Company including interest outstanding/accrued but not due for payment:

SecuredLoansexcluding deposits

UnsecuredLoans

Deposits Total Indebtedness

indebtedness at thebeginning of the financial year

i) Principal Amount 60,60,82,287 2,76,48,653 63,37,30,940

ii) Interest due but not paid 21,82,371 NIL NIL 21,82,371

iii) Interest accrued but not due NIL NIL NIL NIL

Total )i+ii+iii( 60,82,64,658 2,76,48,653 Nil 63,59,13,311Change in indebtedness duringthe financial year• Addition 9,33,90,895 NIL NIL 9,33,90,895

• Reduction 6,95,12,585 1,10,37,028 NIL 8,05,49,613

Net Change 2,38,78,310 1,10,37,028 NIL 1,28,41,282

indebtedness at the end of thefinancial yeari) Principal Amount 62,94,79,829 3,11,18,007 NIL 64,60,91,454

ii) Interest due but not paid 26,63,139 NIL NIL 26,63,139

iii) Interest accrued but not due NIL NIL NIL NIL

Total )i+ii+iii( 63,21,42,968 1,66,11,625 Nil 64,87,54,593

Vi. rEmUNEraTiON OF dirECTOrS aNd KEy maNagErial PErSONNEl:

a. remuneration to managing director, Whole-time directors and/or manager:

Sr.No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mrs. Rohini G.Kalyani

Mr. Viraj G.Kalyani

1. Gross salary 20,75,220 20,75,220 41,50,440

(a) Salaryasperprovisionscontainedinsection17(1)oftheIncome-tax Act,1961

(b) Valueofperquisitesu/s17(2)Income-tax Act, 1961

(c) ProfitsinlieuofsalaryunderStockOption NIL NIL NIL

2. Stock Option NIL NIL NIL

3. Sweat Equity NIL NIL NIL

4. Commission-as%ofprofit-others,specifyOthers,pleasespecify 24,75,000 6,55,000 31,30,000

5. Others, please specify NIL NIL NIL

Total(A) 45,50,220 27,30,320 72,80,440

Ceiling as per the Act 10% 10% 90,99,977

39th AnnuAl RepoRt

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B. remuneration to other directors:

Sr.No.

Particulars of Remuneration Name of Directors Total Amount

Mr. Pradip Nadkarni

Mr. Vishwas Chitrao

Mr. Abhijit Sen

1. independent directors(a) Fee for attending board and committee

meetings70,000 40,000 92,000 2,02,000

(b) Commission 2,73,000 1,36,500 3,18,000 7,27,500

(c) Others, please specify - - - -

Total(1) 3,43,000 1,76,500 4,10,000 9,29,500

Mr. G. N.Kalyani

2. Other Non-Executive directors(a) Fee for attending board and committee

meetings92,000 92,000

(b) Commission 1,82,000 1,82,000

(c) Others, please specify - -

Total )2( 2,74,000 2,74,000Total(B)=(1+2) 12,03,500

TotalManagerialRemuneration(A+B)* 84,83,940

Overall Ceiling as per theAct 1,00,09,975

* Total remuneration to Managing Director, Whole Time Director and other Directors.

C. rEmUNEraTiON TO KEy maNagErial PErSONNEl OTHEr THaN md / maNagEr/WTd all CEO, CS & CFO dUriNg Fy 2017-18:

Sr. No.

Particulars of Remuneration Key Managerial Personnel Total

COO* Company** Secretary

CFO

Bhagawat Patole

NileshVitekar**

AvinashKhare

1 Gross salary 20,55,167 5,73,525 11,88,617 38,17,309

(a) Salaryasperprovisionscontainedinsection17(1)of the Income-tax Act, 1961

(b) Valueofperquisitesu/s17(2)Income-taxAct,1961

(c) Profitsinlieuofsalaryundersection17(3)Income-tax Act, 1961

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4 Commission-as%ofprofit-others,specify… Nil Nil Nil Nil

5 Others, please specify Nil Nil Nil Nil

Total 20,55,167 5,73,525 11,88,617 38,17,309

*Salary of COO is till February, 2018

**Salary of Company Secretary includes Salary of Current Company Secretary & Previous Company Secretary

39th AnnuAl RepoRt

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Vii. PENalTiES / PUNiSHmENT/ COmPOUNdiNg OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give

Details)

a. COmPaNyPenalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. dirECTOrSPenalty Nil Nil Nil Nil Nil



C. OTHEr OFFiCErS iN dEFaUlTPenalty Nil Nil Nil Nil Nil




Place: Pune rohini g. KalyaniDate: 12th May 2018 Chairperson & Managing Director (DIN:00519565)

39th AnnuAl RepoRt

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annexure 2

BOard NOmiNaTiON aNd rEmUNEraTiON COmmiTTEE CHarTEr

)Based on external and internal best practices(

1. Objectives of the Nomination and remuneration Committee

1.1 TheNominationsandRemunerationCommittee(the“Committee”)of theBoardofDirectors(the“Board”)ofKalyaniForgeLimited(the“Company”)shalldischargetheBoard’sresponsibilitiestoshareholders, the investmentcommunityandotherstakeholderswith respect to (i)preparationsrelatingtotheelectionofmembersoftheBoardofDirectors(ii)handlingmatterswithinitsscopeofresponsibility that relate to the conditions of employment and remuneration of senior management; (iii)settingtheperformancestandards,budgetsandtargetsfortheExecutiveteamoftheCompany;(iv)settingthecompensationandperformancebonusesoftheCompany’sexecutiveofficers;(v)overseeing theCompany’sHumanResourcesandPeople strategy; (vi) Identifying IndependentDirectorstobeinductedtotheBoardfromtimetotime;(vii)torecommendnominationforChairmanship& memberships of various committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, etc functioning under the Board of Directors of Kalyani ForgeLimited;and(viii)performingsuchotherdutiesandresponsibilitiesasmaybeconsistentwiththe provisions of this charter.

1.2 The Committee will report periodically to the Board on its activities.

2. Composition

2.1 The Committee shall comprise of three or more non-executive directors out of which not less than one half shall be independent directors as members. The Chairman of the Committee shall be an independent director and the Chairperson of the Company may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

2.2 The Chairman of the Committee shall be an independent director, elected from amongst the members of the Committee.

3. meetings and quorum

3.1 The Committee shall meet as per requirements in a year.

3.2 The Committee may invite such of the executives, as it considers appropriate to be present at the meetings of the committee.

3.3 The Secretary of the Company shall act as a Secretary of the Committee.

3.4 The quorum for the Committee Meetings shall be two-thirds of the members of the Committee. However,atleastoneindependentmembermustbepresent.

3.5 The Chairperson of the committee could be present at the Annual General Meeting to answer the shareholdersqueries,HoweveritwouldbeuptotheChairmantodecidewhoshouldanswerthequeries.

4. authority and Powers

The Committee shall have the powers:

To investigate any activity within the scope of this Charter or referred to it by the Board;

To seek any information or explanation from any employee or director of the Company;

To ask for any records or documents of the Company;

To engage independent consultants and other advisors and seek their advice.

39th AnnuAl RepoRt

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5. roles & responsibilities

The responsibilities of the Committee shall be the following:

5.1 Relating to the Company:

Identifythepersonqualifiedtobecomedirectorsandmaybeappointedinseniormanagementandrecommend their appointment and removal and also carry out evaluation of every director.

Evaluate & approve the Company’s remuneration plan, annual salary increase principles and budgets, policies & programs such as succession plan, employment agreements, severance agreements, and anyotherbenefits.

Evaluate issues pertaining to the appointment and remuneration payable to senior executives.

Evaluateterms&conditionsrelatingtotheAnnualandLongTermIncentivePlansoftheCompany,including plan design, supervision and pay outs.

Consider & approve matters relating to Normal retirement plans, Voluntary Retirement & Early Separation Schemes for employees of the Company.

Evaluate the terms and conditions for induction of independent Directors to the Board and review the processes to refresh the composition of the Board and its Committees.

To devise a policy on Board diversity

Such other matter as the Board may from time to time request the Committee to examine & recommend or approve.

The Nomination and Remuneration Committee shall ensure while formulating the policy determining qualifications,positiveattributesandindependenceofaDirectorthat–

a) Thelevelandcompositionofremunerationisreasonableandsufficienttoattract,retainandmotivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear andmeets appropriate performancebenchmarks; and

c) Remuneration to directors, keymanagerial personnel and seniormanagement involves abalancebetweenfixedandincentivepayreflectingshortandlongtermperformanceobjectivesappropriate to the working of the company and its goals; Provided that such policy shall be disclosed in the Board’s report.

5.2 Relating to the Performance and Remuneration of the MD, ED’s and the KMP’s:

Establish key performance metrics to measure the performance of the Managing Director and the KMP’sincludingtheuseoffinancial,non-financialandqualitativemeasures.

Evaluate executive team performance regularly to strengthen the cumulative annual assessment and to provide timely feed-back to the assessed individuals.

Developing a view on the human resources capability in the business by periodically engaging with levels below the executive team.

Evaluate executives for elevation to Board level positions.

Review and recommend to the Board the remuneration & commission to the managing and executive directors.

Relating to the Performance and Remuneration of the Non-executive Directors:

39th AnnuAl RepoRt

33

Definetheprinciples,guidelinesandprocessfordeterminingthepaymentofcommissionstonon-executive directors of the Company.

AssisttheBoardinfulfillingitscorporategovernanceresponsibilitiesrelatingtonon-executivedirectors’remuneration.

5.3 Relating to the induction of independent Directors and the nomination to the Committees of the Board:

Evaluate the terms and conditions for induction of independent Directors to the Board and review and frame the processes to recommend the nomination on the Committees of the Board.

Formulation of criteria for evaluation of performance of independent directors.

5.4 Other functions:

Perform other activities related to this Charter as requested by the Board of Directors.

Carry out additional functions as required by other regulatory requirements applicable to the Company or in the terms of reference of the Committee.

6. reporting

6.1 The Committee will periodically report to the Board on various matters that it has considered.

6.2 The Annual Report of the Company shall disclose the composition of the Committee, brief description of the scope of the Committee Charter, names of members, Chairperson, Meetings and attendance.

7. Compensation

Members of the Committee shall receive such sitting fees and / or commission, if any, for their services as Committee members as may be determined by the Board in its sole discretion.

8. Evaluation

The Committee shall conduct an annual self-evaluation of its performance and report the result to the BoardofDirectors.ItshallconfirmannuallytotheBoardthattheresponsibilitiesoutlinedabovehavebeencarried out.

9. review of remuneration Committee Charter

The adequacy of this Charter shall be reviewed and reassessed by the Committee annually. Appropriate Recommendations shall be made to the Board, (based on changes that may be brought about to the regulatoryframeworkorotherwise)fromtime,totimetoupdatetheCharter.



39th AnnuAl RepoRt

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annexure 3

Highlights of Sexual Harassment Policy

DISCLOSUREUNDERTHE“SEXUALHARASSMENTOFWOMANATWORKPLACE (PREVENTION,PROHIBITIONANDREDRESSAL)ACT,2013”

IntermsofSection22oftheabovementionedAct,readwithSexualHarassmentofWomanatWorkplace(Prevention,ProhibitionandRedressal)Rule,2013,wereportasfollowsfortheyearendedonMarch31,2018:

1. No. of Complaints received in the year : Nil

2. No. of Complaints disposed off in the year : Nil

3. Cases pending for more than 90 days : Nil

4. No. of Workshops and Awareness : Nil Programs conduced in the year



39th AnnuAl RepoRt

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annexure 4

SECrETarial aUdiT rEPOrT

FORTHEFINANCIALYEARENDEDONMARCH31,2018

[Pursuant to section 204 of the Companies Act, 2013 and rule No.9 of the Companies (AppointmentandRemunerationofManagerialPersonnel)Rules,2014]

To,The members,Kalyani Forge limited)CiN: l28910mH1979PlC020959(Shangrila gardens,C- Wings, 1st Floor, Opp.Bund garden, Pune- 411001, maharashtra

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence togoodcorporatepracticesbyKalyaniForgeLimited(hereinaftercalledtheCompany).SecretarialAuditwasconducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

BasedonourverificationoftheCompany’sbooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbythecompanyandalsotheinformationprovidedbytheCompany,itsofficers,agentsand authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Companyhas,duringtheauditperiodcoveringthefinancialyearendedonMarch31,2018compliedwiththeStatutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the extent, in the manner and subject to the reporting made hereinafter, subject to some observations in filing and submission of disclosures and documents/information under applicable Rules, Regulations and applicable Laws:

1. Updation of records of Ministry of Corporate Affairs related to appointment of Key Managerial Personnel(KMP) during the year under review:

The Company has appointed KMP during the year but, has yet to update the appointment as per the provisions of the Companies Act, 2013.

2. Spending of amount for Corporate Social Responsibility (CSR) during the year under review under the provisions of Companies Act, 2013:

The Company has yet to spend an amount towards CSR activities during the year.

Ihaveexaminedthebooks,papers,minutebooks,records,formsandreturnsfiledandotherrecordsmaintainedbyCompanyforthefinancialyearendedonMarch31,2018accordingtotheprovisionsof:

1. TheCompaniesAct,2013(theAct)andtherulesmadethereunder;

2. TheSecuritiesContracts(Regulation)Act,1956(SCRA)andtherulesmadethereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder;

4. Provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowingwerenotattractedtotheCompanyunderthefinancialyearunderreview.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India, 1992(‘SEBIAct’)

(a) TheSecurities andExchangeBoardof India(SubstantialAcquisition ofSharesandTakeovers)Regulations, 2011;

(b) TheSecuritiesandExchangeBoardofIndia(ProhibitionofInsiderTrading)Regulations,1992;

39th AnnuAl RepoRt

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(c) TheSecurities andExchangeBoard of India (Issue ofCapital andDisclosureRequirements)Regulation,2009:(Not applicable, since the Company has not made any further issue of Shares duringtheFinancialYearunderreview);

(d) TheSecuritiesandExchangeBoardofIndia(EmployeeStockOptionSchemeandEmployeeStockPurchaseScheme)Guidelines,1999:(NotapplicableastheCompanyhasnotintroducedanysuchschemeduringtheFinancialYearunderreview);

(e) TheSecuritiesandExchangeBoardofIndia(IssueandListingofDebtSecurities)Regulations,2008:(NotapplicableastheCompanyhasnotissuedanyDebtsecuritiesduringtheFinancialYearunderreview);

(f) TheSecuritiesandExchangeBoardofIndia(RegistrationtoanIssueandShareTransfersAgents)Regulations, 1993: (Not applicable, since the Company has not registered as Issue and Share TransferAgentduringtheFinancialYearunderreview);

(g) TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations,2009:(Notapplicable,)Since,theCompanyhasnotdelisted/proposedtodelistitsEquitySharesfromanyStockExchange(s)duringtheFinancialYearunderreview);

(h) TheSecurities andExchangeBoard of India (Buyback ofSecurities )Regulations, 1998; (Notapplicable as the Company has not brought back/proposed to Buy-back any of its’ securities during theFinancialYearunderreview)

6. ListofotherLawsapplicabletotheCompany,asattachedherewithas“Annexure-B”tothisReport. I reserve my comments on the compliance of applicable laws as mentioned under “Annexure-B”, since records were not fully available for inspection.

I have also examined compliance with the applicable clauses and regulations of:

I. The Secretarial Standards issue by the Institute of Company Secretaries of India.

II. TheListingAgreementsenteredintobytheCompanywithBombayStockExchangeandNationalStock Exchange.

III. SEBI(ListingObligationandDisclosuresRequirements)Regulations,2015

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above.

During the course of Audit, we understood from the management that, there were frequent attritions in Key ManagerialPersonnel,resultingintodisturbanceinmechanism.However,themanagementhasappointedadequateKeyManagerialPersonnel,whichhasresultedincarryingoutcomplianceeffectivelyandefficiently.

i further report that-Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information andclarificationontheagendaitemsbeforethemeetingandformeaningfulparticipationatthemeeting.

Majority decisions are carried through and while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Hr & associates, Company secretaries

Hrishikesh rajhansa Date: 12th May 2018 Company Secretary Place: Pune FCS: 9162 COP:8984

Note:Thisreportistobereadwithourletterofevendatewhichisannexedas“ANNEXUREA”andformsanintegral part if this report.

39th AnnuAl RepoRt

37

annexure a

To,

The members, Kalyani Forge limited)CiN: l28910mH1979PlC020959(

Shangrila gardens, C- Wings1st Floor Opp, Bund garden, Pune- 411001, maharashtra

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance aboutthecorrectnessofthecontentsofthesecretarialrecords.Theverificationwasdoneonthetestbasistoensurethatcorrectfactsarereflectedinsecretarialrecords.Webelievethattheprocessesandpractices, We followed provide a reasonable basis for our opinion.

3. Wehavenotverifiedthecorrectnessandappropriatenessoffinancialrecordsandbooksofaccountsofthe Company.

4. Where ever required, we have obtained the management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibilityofthemanagement.Ourexaminationwaslimitedtotheverificationofproceduresontestbasis.

6. TheSecretarialAuditReportisneitheranassuranceastothefutureviabilityoftheCompanynorofefficacyor effectiveness with which the management has conducted the affairs of the Company.



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aNNEXUrE B

list of applicable laws to the Company

1. The Factories Act, 1948

2. Industrial Disputes Act, 1947

3. TheContractLabour(RegulationandAbolition)Act,1970

4. TheMaternityBenefitsAct,1961

5. Competition Act, 2002

6. The Bombay Shops and Establishments Act, 1948

7. The Payment of Wages Act, 1936

8. The Minimum Wages Act, 1948

9. TheSexualHarassmentofWomenatWorkplace(Prevention,ProhibitionandRedressal)Act,2013and the rules made thereunder.

10. Employees Provident Fund And Misc. Provisions Act, 1952

11. The Payment of Bonus Act, 1965

12. TheEnvironment(Protection)Act,1986

13. Electricity Act, 2003

14. Indian Stamp Act,1999

15. Negotiable Instrument Act, 1881

16. Payment of Gratuity Act,1972

17. Water(Prevention&ControlofPollution)Act,1974andrulesthereunder

18. Air(Prevention&ControlofPollution)Act,1981andrulesthereunder

19. Equal Remuneration Act, 1976

20. Employee Compensation Act, 1923

21. Employmentexchange(CompulsorynotificationofVacancies)Act,1959



39th AnnuAl RepoRt

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aNNEXUrE-C

List of documents verified during the course of audit

1. ListingAgreement,MemorandumandArticleofAssociationoftheCompanyandPoliciesoftheCompany

2. AnnualReportsfortheFinancialYearended31stMarch,2017;31stMarch2016;31stMarch,2015

3. Minutes of the meeting of Board of Directors, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsible Committee, Stakeholders Relationship Committee with Attendance Registers.

4. Minutes of General Meeting of the Company includes:

5. Statutory Registers of the Company includes:

a. Register of Directors and KMP

b. Register of Members

c. Register of Directors’ Shareholding

d. Register of Charge

e. Register of Contract

f. Register of loans, guarantee, securities, acquisitions made by the Company

g. Register of Transfers

6. Declaration received from the Directors of the Company pursuant to the provisions of the Section 149 and Section 184 of the Companies Act, 2013.

7. FormsfiledbytheCompanywithRegistrarofCompanies,Pune,duringtheyear2017-18.

8. Documents/correspondence made by the Company to Bombay Stock Exchange and National Stock Exchange during the year 2017-18.

9. InformationaboutvariousfillingsdonebytheCompanytoBombayStockExchangeandNationalStockExchange, during the year 2017-18.



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annexure 5

Form aOC-2

Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred toinsub-section(1)ofsection188oftheCompaniesAct,2013includingcertainarm’slengthtransactionsunder third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Not Applicable as there are no related party transactions during the year which were not on arm’s length basis

2. Details of material contracts or arrangement or transactions at arm’s length basis:

DuringtheFinancialYear2017-18,allthetransactionsenteredintowithrelatedpartieswereatarm’slength.However,thesetransactionswerenotmaterial.



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annexure 6

Highlights of risk management Policy

With the past experience and to ensure sustainable business growth with stability, the Company proposes to promote and implement a Risk Management policy, a pro-active approach in reporting, evaluating and resolving risks associated with the business.

ThespecificobjectivesoftheRiskManagementPolicyshallbe:

1. ToensurethatallthecurrentandfuturematerialriskexposuresoftheCompanytobeidentified,assessed,quantified,appropriatelymitigated,minimizedandmanaged i.e. toensureadequate systems for riskmanagement.

2. To establish a framework for the company’s risk management process and to ensure its implementation.

3. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices.

4. Toassurebusinessgrowthwithfinancialstability.

The Company recognizes that risk is an integral and unavoidable component of business and further wishes to manage the risk in a proactive and effective manner. The Company further believes that the Risk cannot be eliminated, but can try to eliminate the same using the following:

1. Transfer to another party, who is willing to take risk, say by buying an insurance policy or entering into a forward contract;

2. Reduced, by having good internal controls;

3. Avoided, by not entering into risky businesses;

4. Retained,toeitheravoidthecostoftryingtoreduceriskorinanticipationofhigherprofitsbytakingonmore risk, and;

5. Shared, by following a middle path between retaining and transferring risk.

6. EnsurecustomercontinuitybywayofQualitysatisfaction,Quantityrequirementsandmeetingwithotherbusiness compliances.

7. Contingency Plans, in case of discontinuation of customer.

risk management Framework

Activities at all levels of the organization, viz., Enterprise level; Division level; Business Unit level shall be considered in the risk management framework. Since these components are interrelated and drive the Enterprise Wide Risk Management, the company initially shall focus on three key elements, viz.,

(1) RiskAssessment

(2) RiskManagement

(3) RiskMonitoringRiskAssessment

Risks are to be analysed, considering likelihood and impact, as a basis for determining how they should be managed. Risk Assessment shall consists of a detailed study of threats and vulnerability and resultant exposure to various risks.

Risk Management and Risk Monitoring

In the management of Risk the probability of risk assumption is estimated with available data and information and appropriate risk treatments worked out in the following areas:

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1. Economic Environment and Market conditions

2. Fluctuations in Foreign Exchange

3. Political Environment

4. Competition

5. Revenue Concentration

6. InflationandCostStructure

7. Technological Obsolescence

8. Financial Reporting Risks

9. LegalRisk

10. CompliancewithLocalLaws

11. QualityandProjectManagement

12. Environmental Risk Management

RisksspecifictotheCompanyandthemitigationmeasuretobeadopted:

(a) Businessdynamics&OperationsRisksRiskmitigationmeasures:

TheCompanyfunctionsunderawell-definedorganizationstructure.

Flowof information iswelldefined toavoidanyconflictor communicationgapbetween twoormoreDepartments.

Second level positions are created in each Department to continue the work without any interruption in case of non-availability of functional heads.

Proper policies are followed in relation to maintenance of inventories of raw materials, consumables, key spares and tools to ensure their availability for planned production programmes.

Effective steps are being taken to reduce cost of production on a continuing basis taking various changing scenarios in the market.

CustomerSatisfactioninrespectofQuality,Quantityandotherbusinesscompliances.Longtermcustomerrelationship to be maintained.

New business avenues to be found and contingency plan in case of discontinuation of Customer to be prepared.

(b) LiquidityRisks

Risk Mitigation Measures:

ProperfinancialplanningisputinplacewithdetailedAnnualBusinessPlansdiscussedatappropriatelevels within the organization.

Annual and quarterly budgets are prepared and put up to management for detailed discussion and an analysis of the nature and quality of the assumptions, parameters etc.

ThesebudgetswithVarianceAnalysisarepreparedtohavebetterfinancialplanningandstudyoffactorsgiving rise to variances.

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Dailyandmonthlycashflowsareprepared,followedandmonitoredatseniorlevelstopreventunduelossof interest and utilise cash in an effective manner.

Cash management services are availed from Bank to avoid any loss of interest on collections.

ExposurestoForeignExchangetransactionsaresupportedbyLCsandBankguaranteesandstepstoprotectunduefluctuationsinratesetc.

(c) CreditRisks:


Systems put in place for assessment of creditworthiness of dealers/customers.

ProvisionforbadanddoubtfuldebtsmadetoarriveatcorrectfinancialpositionoftheCompany.Appropriaterecovery management and follow up.

(d) MarketRisks/IndustryRisks:


Raw materials are procured from different sources at competitive prices.

Alternative sources are developed for uninterrupted supply of raw materials.

Demand and supply are external factors on which company has no control, but however the Company plans its production and sales from the experience gained in the past and an on-going study and appraisal of the market dynamics, movement by competition, economic policies and growth patterns of different segments of users of company’s products.

TheCompany takesspecificsteps to reduce thegapbetweendemandandsupplybyexpanding itscustomerbase,improvementinitsproductprofile,deliverymechanisms,technicalinputsandadviceonvarious aspects of, enhancement of capacity utilization in customer-plants etc.

Proper inventory control systems have been put in place. Responsibility Structure

TheHeadofOperations(COO)shallbetheRiskManagementHead.

TheCOOshallberesponsiblefortheimplementation,identificationandcontrolmeasuresfortheriskatgroundlevel.

Head-Marketing/Businessshallberesponsibleforcreation,maintenanceandcompilationofalldataincludingdocuments relating to the Risk Management and control measures of Risks.

Example: Documents relating to Insurance requirements, EPCG licenses, etc. till the conclusion of the necessary task/ project.

Head-Marketing/BusinessshallreviewthesameonregularintervalduetocloserelationswithCustomersandshallultimatelyreportthesametotheComplianceOfficerfornecessaryreportingtotheStakeHolders.

All the other departments and individual sections shall co-operate in setting these strategies (implementation andreview).

AlltheotherdecisionsinvolvingsignificantriskassociatedwiththebusinessshallbereportedtoBoardortheAudit Committee, where appropriate, for consideration and approval.

ReportingSignificantRisk

TheHeadoftheDepartmentandHeadofOperations(COO)shalldeterminetheintensityofrisks.Theriskswhich are of higher impact shall be highlighted to the Management for further review.

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Audit

TheFinanceHeadortheExecutiveDirectorwillmakearrangementstoaudittheriskprocessforeachDepartmentas a part of regular cycle of audits and will report explicitly on the risk management processes to the Board.

Necessity of the Risk Management policy:

TheCompanyhaspassedthroughmanyunidentifiedrisks,whichhavebeentackledsuccessfullybytheCompanywithitsexpertiseinthebusiness;however,theCompanyisalsocapabletoovercomealltheunidentifiedrisksinthenearfutureaswell.Quantificationoftheimpactoftheserisksisnotpossibleatthisstage.Theseunidentifiedrisks are because of the failure to identify and control at the operational/ground level.

While scrutiny of these failures, the Company has realised that these problems are not due to past legacies. Theseproblemshavecurrentlyarisenatgroundlevelandintensifiedinthelast2-3years’time



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annexure 7

rEPOrT ON CSr aCTiViTiES/ iNiTiaTiVES

[Pursuant to Section 135 of the act & rules made thereunder]

1. A brief outline of the company’s CSR policy, including overview of the projects or programmes proposed to be undertaken and reference to the web-link to the CSR Policy and projects or programmes

2. The composition of the CSR Committee:

Sr. No Name of directors Category designation1. Mrs. Rohini G. Kalyani Non-Independent Director Chairperson2. Mr. Viraj G. Kalyani Non-Independent Director Member3. Mr. Pradip Nadkarni Independent Director Member

3. AverageNetProfitofthecompanyforlast3financialyears:Rs.1,85,65,325/-

4. PrescribedCSRexpenditure(2%ofamount):Rs.3,71,307/-

The Current CSR Expenditure: Rs. 3,00,000/-

5. DetailsofCSRExpenditurespentduringthefinancialyear:

(a) Totalamounttobespentforthefinancialyear:Rs3,71,307/-

(b) Amountunspentifany:Rs.71,307/-

(c) Mannerinwhichamountspentforthefinancialyearisdetailedbelow:

Sr.No.

CSR Project or activityidentified

Sector in which project is covered

Projects or programmes (1)Localareasorothers (b)Specifythestateand district where the programme or project was undertaken

Amount outlaying project or programme wise

Amount spent on the project or programs sub-heads(1)Directexpenditure on the projects or programs (2)Overheads

Cumulative expenditure up to reporting period

Amount spent Direct or through implementing agency

1 Donation for renovation of building operated bySAVALIAssociation

Mentally Retarded & Cerebral Palsy Children

District:- Pune, Maharashtra

Rs. 1.50 Lacs

Rs.1.50Lacs Rs. 1.50 Lacs

ThroughSAVALIAssociation

2 Donation to education institution operated for Girl Empowerment

Needy girls and Women Empowerment & Development

District:- Pune, Maharashtra

Rs. 1.50 Lacs

Rs.1.50Lacs Rs. 1.50 Lacs

Through Maharshi Karve Stree Shikshan Sanstha

Details of implementing agency: -- 1 SAVALIisaregisteredCharitableTrustworkingfortheMentallyRetarded&CerebralPalsychildren/adults.Alltheparentsoftheseindividuals

aretrusteesofSAVALI.Itisnon-profitable,non-politicalandnon-Governmentorganization.SAVALIisworkingsincemorethan25yearsinthisfield.TodaySAVALIaretakingcareofabout110specialindividualseveryday.Outofwhich50areinlifelongcarecenterand60areinspecialschool and vocational training.

2 Maharshi Karve Stree Shikshan Sanstha is a registered public trust, Pune, works for Empowerment of the needy girls of the society.

6. Incasethecompanyhasfailedtospendthe2%oftheaveragenetprofitofthelast3financialyearsorany part thereof, reasons for not spending the amount in its Board Report: Company has successfully spentRs.3,00,000/-(81%)oftotalCSRamountforthefinancialyear2017-18andisindiscussionwithseveral suitable projects to spend balance amount of Rs. 71,307/-.

7. A responsibility statement by the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

Wehereby affirm that theCSRpolicy hasbeen implemented and theCSRcommitteemonitors theimplementation of CSR projects and activities in Compliance with CSR objectives

Mrs. Rohini Gaurishankar Kalyani Mr. Rohini G. Kalyani (CEO/ManagingDirector/Director) ChairmanofCSRCommittee (DIN:005919565) (DIN:005919565)

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annexure 8

Statement of Particulars of employees pursuant to the Companies )appointment and remuneration of managerial Personnel( rules, 2014

Sr. Name designation/Nature of duties

remunerationreceived [rs.]

Qualification Experience in years

age in years

date of commencement of employment

last employmentheld

1 2 3 4 5 6 7 8 9

Nil

There are no employees whose salary is more than 5 lacs / month.

dETailS PErTaiNiNg TO rEmUNEraTiON aS rEQUirEd UNdEr SECTiON 197)12( OF THE COmPaNiES aCT, 2013 rEad WiTH rUlE 5)1( OF THE COmPaNiES )aPPOiNTmENT aNd rEmUNEraTiON OF maNagErial PErSONNEl( rUlES, 2014

(1&2)RatiooftheremunerationofeachdirectortothemedianremunerationoftheemployeesoftheCompanyandthepercentageincreaseinremunerationofDirectors&KMPsintheFinancialYear:

Sr. No. Name of theDirector/KMP

Designation Ratio of Remuneration of each Director to Median Remuneration of Employees

Percentage increase in RemunerationduringFY2017-18

1. Mrs. Rohini G. Kalyani Chairperson & Managing Director 19.55:1 32.622. Mr. Viraj G. Kalyani Executive Director 11.73:1 -0.013. Mr. G.N. Kalyani Non- Executive Director 1.18:1 -10.794. Mr. Pradip Nadkarni Independent Director 1.47:1 0.095. Mr. Abhijit Sen Independent Director 1.76:1 43.006. Mr. Vishwas Chitrao** Independent Director 0.76:1 12.727. Mr. Avinash Khare ChiefFinancialOfficer(CFO) 5.11:1 0.008. Mr. Nilesh Vitekar* Company Secretary &

ComplianceOfficer2.46:1 0.00

* Salary of Company Secretary includes Salary of Current Company Secretary & Previous Company Secretary.

3) Percentage increase in the median remunerationofemployeesinthefinancialyear

-10.67%

4) Number of permanent employees on the rolls of Company as at March 31, 2018

709

5) Explanation on the relationship between average increase in remuneration and Company performance

Average decrease in remuneration was -10.67%. The turnover of theCompany increasedby 5.25%&ProfitBefore tax increased by 45.34%

6) Comparison of the remuneration of the Total Revenue 27,230LakhsKey Managerial Personnel against the ProfitBeforeTax 920Lakhsperformance of the Company Total Remuneratin to

KMPs90.42Lakhs

Total Remuneratin of KMPs as % to -Total Revenue 0.33ProfitBeforeTax 9.83%

7) i. Variations in the market capitalisation of the Company

The market capitalisation as on March 31, 2018 was Rs. 105crores(Rs.134croresasatMarch31,2017)

ii. Price Earnings ratio of the Company 16.09 as at March 31, 2018 and 28.52 as at March 31, 2017

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iii. Percentage increase over/decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer in the year

TheCompanyhascomeoutwithinitialpublicoffer(IPO)in March 1994.An amount of Rs. 55 invested in the said IPO would be worth Rs. 289.65 as on March 31, 2018 indicating a compounded annual growth rate of 7.17% which is including the dividend accrued thereon.

8) Average percentile increase already madein the salaries of employees other than themanagerialpersonnelinthelastfinancialyear and its comparison with the percentileincrease in the managerial remunerationandjustificationthereofandpointoutifthere are any exceptional circumstances forincrease in the managerial remuneration

The Average increase in remuneration of the employees other than managerial personnel was 7% as compared to the decrease in the managerial remuneration by refer Note above Table.

8. Comparison of the each remuneration of the Key managerial Personnel against the performance of the Company

Names of theKmPs

remunerationin Fy 2017-18

)in rs.(

revenue)in rs. in

lakhs(

remuneration as

% of revenue

Profit BeforeTax )in rs.(

remuneration)as % of PBT(

Mrs. Rohini G. Kalyani

45,50,220 26,536 0.17% 2,03,82,691 Refer Note below

Mr. Viraj G. Kalyani 27,30,320 26,536 0.10% 2,03,82,691 Refer Note below

Mr. Avinash Khare (CFO)

11,88,617 26,536 0.04% 2,03,82,691 0.29%

Mr. Nilesh Vitekar (CS)*

5,73,525** 26,536 0.02% 203,82,691 0.14%

* Salary is only for part of the year as CS was appointed on 13th February, 2018 ** Salary of CS includes the salary of existing CS and previous CS.

10) The key parameters for any variablecomponent of remuneration availed by theDirectors

Executive Directors - Nomination and Remuneration Committee determines the variable compensation annually based on their individual and organisation performance.Non-Executive Directors - Parameters such as responsibilitiesundertaken, Membership or Chairmanship of the Committees,time spent in carrying out duties etc.

11) Ratio of the remuneration of the highestpaid director to that of the employees whoare not directors but receive remunerationin excess of the highest paid director duringthe year

Not Applicable

12) Affirmationthattheremunerationisasperthe remuneration policy of the Company

is herebyaffirmed that the remunerationpaid is asper the Remuneration Policy for Directors, KMPs and other Employees.



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annexure 9

Highlights of Whistle Blower Policy

1. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.

2. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

3. AVigil(WhistleBlower)mechanismprovidesachanneltotheemployeesandDirectorstoreporttothemanagement concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/Managing Director/Chairman of the Audit Committee in exceptional cases.

4. Thisneitherreleasesemployeesfromtheirdutyofconfidentialityinthecourseoftheirworknorcanitbeused as a route for raising malicious or unfounded allegations about a personal situation.



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rEPOrT ON COrPOraTE gOVErNaNCE)Pursuant to regulation 17 to 27 and clauses )b( to )i( of sub regulation

)2( of regulation 46 & para C, d, & E of Schedule V of Securities & Exchange Board of india)listing Obligations & disclosure requirements( regulations, 2015(

1. COmPaNy’S PHilOSOPHy ON COdE OF gOVErNaNCE:

The Company’s philosophy of Corporate Governance aims at establishing and practicing a system of good Corporate Governance which will assist the management in managing the Company’s business in an efficientandtransparentmannerandprovidetheguidelinesastohowtheCompanycanbedirectedorcontrolledsuchthatitcanfulfillitsgoalsandobjectivesinamannerthataddstothevalueoftheCompanyandisalsobeneficialforallstakeholdersinthelongterm.CoreprinciplesofCorporateGovernanceemergethe cornerstones of Company’s governance philosophy, namely trusteeship, transparency, ethical corporate citizenship, empowerment, control and accountability. Company believes that the practice of each of these createstherightcorporateculturethatfulfillsthetruepurposeofCorporateGovernance.

2. BOard OF dirECTOrS:

a( Composition and size of Board: The Board of Directors of the Company has optimum combination of Executive and non – executive

Directors who have in depth knowledge of business, in addition to the expertise in their areas of operation. As on 31st March 2018, the strength of the Board of Directors was Six Directors, of which four Directors are non – executive Directors including three Independent Directors.

b( meetings of the Board of directors: During the year 2017-18, Four Board Meetings were held on 23rd May 2017, 10th August 2017, 17th

November 2017 and 13th February 2018.

c( directors attendance record and directorships held: The information on composition and category of the Board of Directors as on 31st March 2018, attendance

ofeachDirectoratBoardMeetingsheldduringthefinancialyear2017-18andattheAnnualGeneralMeeting held on 25thdayofJuly,2017,DirectorshipandcommitteepositionsinotherPublicLimitedCompanies of which the Director is a member/Chairman is as follows:

Name Category Number of Board meeings held

during theyear 2017-18

Whether attendedlast agm

No. of directorship

in other Public ltd.Companies

Committee positions

held in other Public limited

CompaniesHeld attened member Chairperson

Rohini G.Kalyani

Chairperson & Managing Director)Executive

4 4 Yes - - -

Mr. G. N.Kalyani

Non- Executive 4 4 Yes - - -

Mr. Viraj G.Kalyani

Whole-Time Director)Executive

4 1 No - - -

Mr. PradipNadkarni

Non-ExecutiveIndependent

4 3 Yes - - -

Mr. AbhijitSen

Non-ExecutiveIndependent

4 4 Yes 5 2 1

Mr. VishwasChitrao

NonExecutiveIndependent

4 4 Yes - - -

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None of the Directors on the Board is a member on more than ten committees and Chairman of more thanfivecommitteesacrossalltheCompaniesinwhichtheyareDirectors.OnlytwoCommitteesi.e.the Audit Committee and Stakeholders Relationship Committee are considered for this purpose.

d( relationship between directors inter se: Mrs. Rohini G. Kalyani is wife of Gaurishankar N. Kalyani & Mr. Viraj G. Kalyani is son of Gaurishankar

& Rohini Kalyani. Rest none of the directors are related with each other.

e( Number of share held by Non- Executive director: Covered in Annexure 1 of Board’s Report i.e. Form MGT-9.

f( Code of Conduct: TheBoardofKalyaniForgeLimitedhaslaiddownaCodeofConductforallBoardMembersand

Senior Management personnel of the Company. The Code of Conduct is available on the website of the Company, www.kalyaniforge.co.inAllBoardMembersandSeniorManagementpersonnelhaveaffirmedcompliancewiththeCodeofConductandtheManagingDirectorhasconfirmedthesame.

g( Particulars of appointment / re-appointment of Non-Executive and Executive directors The particulars of appointment/re-appointment of Non-Executive and Executive Directors are provided as

Annexure – I to the Explanatory Statement annexed to the Notice of 39th Annual General Meeting and disclosedtherelevantinformationasrequiredhereunderpursuanttoRegulation17ofListingobligation.

3. aUdiT COmmiTTEE:

a( Brief description and Terms of reference: The Audit Committee of the Company has been constituted in line with the provisions of Regulation

18of theSecurities&ExchangeBoardof India(ListingObligations&DisclosureRequirements)Regulations, 2015 read with section 177 of Companies Act, 2013.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management’sfinancialreportingprocesswithaviewtoensureaccurate,timelyandproperdisclosures,transparency,integrityandqualityoffinancialreporting.

The Audit Committee comprise of three members all of which are Non-Executive Directors. Mr. Abhijit Sen as Independent Director is the Chairman of the Audit Committee. Managing Director,

Whole timeDirector,Chief Financial officer (CFO), theStatutoryAuditors and InternalAuditorsgenerally participates in the meetings of Audit Committee. The Secretary of the Company is the Secretary to the Committee.

TermsofreferencetoAuditCommitteecoverthemattersspecifiedunderRegulation18oftheListingRegulation 2015.

b( Composition and attendance at audit Committee meeting:

During the year under review four Audit Committee Meetings were held on 23rd May 2017, 10th August 2017, 17th November 2017 and 12th February 2018.

The composition of the Audit Committee as on 31st March, 2018 and attendance of members in the meetingsheldduringthefinancialyear2017-18isasunder:

Name of the member Category No. of meetings attended )held=4(

Mr. Abhijit Sen ChairmanNon –Executive & Independent Director

4

Mr. Pradip Nadkarni Non – Executive &Independent Director

3

Mr. Gaurishankar N. Kalyani

Non – Executive Director 4

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4. NOmiNaTiON aNd rEmUNEraTiON COmmiTTEE:

a( Brief description and Terms of reference: The Nomination and Remuneration Committee of the Company has been constituted in line with the

provisionsofRegulation19oftheListingobligationreadwithsection178ofCompaniesAct,2013.Thepurpose of the Nomination and Remuneration Committee of the Board is to discharge the Board’s responsibilities relating to compensation of the Company’s Executive Directors. The Committee has overall responsibility for approving and evaluating the Executive Directors compensation plans, policies and programs.

The Committee consists of three Non-Executive Directors out which 2 are Independent Directors.

Mr. Pradip Nadkarni is the Chairman of the Nomination and Remuneration Committee. The Company Secretary of the Company also acts as Secretary to the Committee.

b( Composition and attendance at Nomination and remuneration Committee meeting:

During the year under review, two Meetings of the Nomination and Remuneration Committee took place on 23th May 2017 and 12th February 2018.

The composition of the Nomination & Remuneration Committee as on 31st March, 2018 and attendanceofmembersinthemeetingsheldduringthefinancialyear2017-18isasunder:


Mr. Pradip Nadkarni ChairmanNon – Executive & Independent Director

1

Mr. Abhijit Sen Non – Executive & Independent Director

2

Mr. Gaurishankar N. Kalyani Non – Executive Director 2

c( remuneration Policy: The remuneration policy is directed towards rewarding performance, based on review of achievements

on a periodical basis. The remuneration policy is in consonance with the existing industry practice. While deciding on the remuneration for Directors, the Board and Nomination & Remuneration Committee consider the performance of the Company, the current trends in the industry, the director’s participation in Board and Committee meetings during the year and other relevant factors. The performance of the Company and individual performance as well employees’ potential, criticality and longevity in the grade are considered while determining remuneration to the Employees.

CompanyhascompliedwithRegulation19theSecurities&ExchangeBoardofIndia(ListingObligations&DisclosureRequirements)Regulations,2015.

d( Nomination and remuneration Committee Charter: Nomination and Remuneration Charter has been formed to help the Board to discharge their

responsibilitiestoshareholders,theinvestmentcommunityandotherstakeholderswithrespectto(i)preparationsrelatingtotheelectionofmembersoftheBoardofDirectors(ii)handlingmatterswithinits scope of responsibility that relate to the conditions of employment and remuneration of senior management;(iii)settingtheperformancestandards,budgetsandtargetsfortheExecutiveteamoftheCompany;(iv)settingthecompensationandperformancebonusesoftheCompany’sexecutiveofficers;(v)overseeingtheCompany’sHumanResourcesandPeoplestrategy;(vi)IdentifyingindependentDirectorstobeinductedtotheBoardfromtimetotime;(vii)torecommendnominationforChairmanship& memberships of various committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, etc functioning under the Board of Directors of the Company.

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e( remuneration to directors: The details of remuneration paid to the Directors are given in Form MGT–9 forming part of the Directors

Report.

5. STaKEHOldErS’ rElaTiONSHiP COmmiTTEE:

a( Brief description and Terms of reference: Stakeholders’ Relationship Committee was constituted to look into Redressal of Shareholders and

Investors’ Complaint matters like non-receipt of annual report, non-receipt of dividend and to look into matters that can facilitate better services and relations.

The committee consists of three Non-Executive Directors out of which two are independent Directors. Mr. Gaurishankar N. Kalyani is the Chairman of the committee.

b( Composition and attendance at the Stakeholders’ relationship Committee: During the year under review, four meetings of Stakeholders’ Relationship Committee were held on

23rd May 2017, 09th August 2017, 16th November 2017 and 12th February 2018.

The composition of the Stakeholders’ Relationship Committee as on 31st March, 2018 and attendance ofmembersinthemeetingsheldduringthefinancialyear2017-18isasunder:


Mr. Gaurishankar N. Kalyani Chairman Non – Executive Director 4

Mr. Pradip Nadkarni Non – Executive & Independent Director 3

Mr. Abhijit Sen Non – Executive & Independent Director 4

The Company has not received any complaints from shareholders during the year. There were no pending share transfer and complaints as on 31st March, 2018.

CompanyhascompliedwithRegulation20theSecurities&ExchangeBoardofIndia(ListingObligations&DisclosureRequirements)Regulations,2015

6. dETailS OF THE aNNUal gENEral mEETiNgS:

The details of previous three annual general meetings of the Company are as follows:

Financial year date and Time Venue Special resolutions passed if any

2014-15 05th September, 2015at 11.00 A.M.

PoonaClubLtd;CampPune- 411001

1

2015-16 02nd August, 2016at 11.00 A.M.


1

2016-17 25thJuly,2017at 11.00 A.M.


-

No Extra Ordinary General Meeting was held during the year under consideration. All the requirements including the special resolution set out in the respective notices were passed by the shareholders.

Duringthefinancialyearunderreview,nospecialresolutionshavebeenpassedbypostalballot.

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7. diSClOSUrES:

a( Materially Significant Related Party Transactions: Fordetailsregardingrelatedpartytransactions,pleaserefernotestothefinancialstatementssaving

those, therewerenomateriallysignificant relatedparty transactionswithCompany’spromoters,directorsoritsmanagement,theirsubsidiariesorrelatives,etcthathadapotentialconflictwiththeinterest of the Company. The register of contracts containing transactions, in which Directors are interested, is placed before the Board regularly. The policy on related party transaction is available on the website of the Company, www.kalyaniforge.co.in

b( accounting Treatment: No treatment different from that prescribed in an Accounting Standards has been followed by the

Company.

c( Statutory Compliance and Penalties: The Company has complied with rules and regulations prescribed by the Stock Exchanges, Securities

and Exchange Board of India and any other statutory authority relating to capital market.

During the year under review, no penalties and/or strictures have been imposed on the Company by any Stock Exchange or SEBI or any statutory authority during the last three years.

d( Secretarial audit: Pursuant toRegulation 7 ofSEBI (ListingObligation&DisclosureRequirement)with theStock

Exchanges, certificates, onhalf-yearly basis, havebeen issuedbyHR&Associates,CompanySecretaries-in-Practice for due compliance of share transfer formalities by the Company for half year ended 30th September 2017 and for the second half year ended 31st March, 2018.

HR&Associates,CompanySecretaries-in-PracticecarriedoutaReconciliationofShareCapitalAudittoreconcilethetotaladmittedcapitalwithNationalSecuritiesDepositoryLimitedandCentralDepositoryServices(India)Limited(“Depositories”)andthetotalissuedandlistedcapital.Theauditconfirmsthatthetotalissued/paid-upcapitalisinagreementwiththeaggregateofthetotalnumberofsharesinphysicalformandthetotalnumberofsharesindematerializedform(heldwithDepositories).

Forquarterended31stMarch,2018thereportwasprovidedbyHR&Associates,PracticingCompanySecretary.

e( Cost audit: The Central Government has approved the appointment of Mr. Rahul Chincholkar as Cost Auditor of

theCompanyforthefinancialyear2017-18.

f( Vigil mechanism YourCompanyhaslaiddownWhistleBlowerPolicycoveringVigilMechanismwithprotectiveClauses

for the Whistle Blowers. As part of the Vigil Mechanism a dedicated telephone line and email address are provided. The Whistle Blower Policy is made available on the website of the Company.

8. maNagiNg dirECTOr / CFO CErTiFiCaTiON: TheManagingDirectorandChiefFinancialOfficerhavecertifiedtotheBoardofDirectors,interalia,the

accuracyofFinancialStatementsandadequacyofInternalControlsforthefinancialreportingpurposeasrequiredunderRegulation17(8)ofSEBI(ListingObligationAndDisclosureRequirement)Regulation,2015, for the year ended 31st March, 2018

9. mEaNS OF COmmUNiCaTiON: QuarterlyandHalf-yearlyresultsarepublishedinoneoftherenownedEnglishandMarathidailies,published

from Pune. The results are also updated on Company’s website, www.kalyaniforge.co.in.

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10. gENEral SHarEHOldEr iNFOrmaTiONa( agm information and Financial year:

Day, Date and Time of AGM : Friday 27thJuly,2018Venue : PoonaClubLtd.,Camp,Pune–411001FinancialYear : 1st April 2017 to 31st March 2018Date of Book Closure : 21st July,2018to27th July2018(bothdaysinclusive)Dividend payment Details : Within 30 days after Annual General Meeting

b( listing on Stock Exchanges and Scrip Code: The Company’s shares have been listed on the following exchanges:

i. NationalStockExchangeofIndiaLimited(NSE),ExchangePlaza,Bandra-KurlaComplex,Bandra(East),Mumbai–400051.

NSECode:KALYANIFRGii. BombayStockExchangeLimited(BSE),PhirozeJeejeebhoyTowers,DalalStreet,Mumbai–

400 001. Scrip Code BSE Code: 513509

Annuallistingfeesandcustodianfeeshavebeenpaidforthefinancialyear2018-19

c( market Price data: The monthly high and low quotations and volume of shares traded on BSE and NSE from 1st April,

2017 up to 31st March, 2018 is as follows:

Month BSE NSE

High(Rs) Low(Rs) High(Rs) Low(Rs)

Apr-17 374.10 330.05 378.00 324.00

May-17 344.90 278.50 342.00 280.50

Jun-17 315.00 276.25 314.50 272.50

Jul-17 357.00 308.70 359.00 324.10

Aug-17 345.00 275.00 350.70 279.00

Sep-17 323.00 267.00 308.00 268.05

Oct-17 325.00 291.00 315.00 294.00

Nov-17 349.50 303.50 333.00 306.10

Dec-17 362.00 321.00 345.00 320.50

Jan-18 410.00 343.60 393.15 344.15

Feb-18 364.70 306.00 350.00 302.00

Mar-18 317.95 260.40 308.00 258.05

(Source: www.bseindia.com and www.nseindia.com)

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d( Performance in comparison to the Board-based indices:

Performance in comparison to BSE Sensex

( Source: www.moneycontrol.com )

e( registrar & Share Transfer agent and Share Transfer System:

LinkIntimeIndiaPrivateLimitedistheRegistrar&ShareTransferAgent(RTA)oftheCompanyinrespect of the equity capital in demat and physical mode. They process share transfer and transmission on fortnightly basis. Their address is as follows:

LinkIntimeIndiaPvt.Ltd LinkIntimeIndiaPvtLtdBlock No.202, Second Floor, C-101, 247 ParkAkshay Complex, L.B.S.Marg,Vikhroli(West),Off.Dhole Patil Road, Mumbai – 400 083Near - Ganesh Mandir Tel No : +91 22 49186270Pune – 411 001 Fax: +91 22 49186060Tel/Fax - 020 26160084 E-mail id : [email protected]: [email protected] Website : www.linkintime.co.in

f( Share Transfer System:

Transfer in physical form has to be lodged with Registrar and Share Transfer Agents. All shares received for transfer were registered and dispatched within thirty days of receipts, if the documents were correct and valid in all respects. The time taken to process dematerialization of shares is ten days upon receipt of documents from Depository Participant.

g( Shareholding pattern as on 31st march, 2018:

Category Number of Shares Percentage )%(

Promoter and Promoter Group 21,32,296 58.61

Non Resident Indians 11,005 0.30

Bodies Corporate 5,97,454 16.42

Resident Indians 8,90,044 24.27

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Category Number of Shares Percentage )%(

Financial Institutions/Banks/Trust 100 0.0027

Clearing Member 7,101 0.20

Non-Executive Directors Shareholding :

Name Number of Shares Percentage )%(

G. N. Kalyani 47,020 1.29

Pradip P. Nadkarni 306 0.01

h( distribution of Shareholding as on 31st march,2018:

Sr.No.

Share Holding of Shares

Share Holder Percentageof Total

Total Shares Percentageof Total

1. 1 to 500 4,202 94.0045 4,30,469 11.83262. 501 to 1,000 138 3.0872 1,05,197 2.89163. 1,001 to 2,000 74 1.6555 1,02,835 2.82674. 2,001 to 3,000 12 0.2685 30,853 0.84815. 3,001 to 4,000 12 0.2685 45,057 1.23856. 4,001 to 5,000 0 0.0000 0 0.00007. 5,001 to 10,000 4 0.0895 26,551 0.72988. 10,0001 to ***** 28 0.6264 28,97,038 79.6327

Total 4,470 100 36,38,000 100.0000

i( dematerialization of shares and liquidity: Company’s equity shares are being dealt with in dematerialized form and the ISIN is INE314G0104.

As on 31st March,2018,27,87,233(76.61%)NumberofSharesisindematform.

j( Outstanding gdr/Warrants or convertible bonds, conservation dates and likely impact on liquidity:

The Company has not issued any GDRs/ ADRs/ Warrants or other instruments, which are pending for conversion.

k( Plant location: HotForgingDivision(HFD)andMetalFormsDivision(MFD)KoregaonBhima,Tal:Shirur,Dist. Pune. Pin – 412 207. Precision Auto comp Division, Gat No. 914/1 & 2, Sanaswadi, Tal: Shirur, Dist: Pune, Pin - 412 208.

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l( Financial Calendar of the Company relating to future immediate reporting: The Financial year covers the period from 1st April 2018 to 31st March 2019. Financial Reporting

for:

Quarterending30thJune,2018 Upto 14th August, 2018

HalfYearending30thSeptember,2018 Upto 14th November, 2018

Quarterending31stDecember,2018 Upto 14th February, 2019

Yearending31stMarch,2019 Upto 30th May, 2019

Annual General Meeting for the year ended March 31, 2019. Upto 30th September, 2019

m( Unclaimed dividend: Allunclaimed/unpaiddividendamountsforthefinancialyear2009-10havebeentransferredtoInvestor

Education & Protection Fund and no claims will lie against the Company or the Fund in respect of the unclaimed amounts so transferred.

n( address for Correspondence: Registered Office: KalyaniForgeLimited Shangrila Gardens, ‘C’ Wing, 1st Floor, Opp. Bund Garden, Pune – 411 001

Factory: KalyaniForgeLimitedKoregaonBhima,Tal:ShirurDist.-Pune,Pin–412216 Phone: 02137-252335, 252755,252757 Fax: 02137-252344, 252756 ForeffectiveandefficientInvestorGrievanceManagement,theCompanyhasdedicatedE-mailId

[email protected], AllcommunicationsrelatedtoNon-receiptofAnnualReport,DividendWarrants,ShareCertificates

after transfer, etc. may be sent to both the above-mentioned e-mail address, as well as to the e-mail addressofourRegistrarandShareTransferAgents,M/s.LinkIntimeIndiaPvt.Ltd,Pune,i.e.,[email protected]

The Management Discussion & Analysis is annexed to the Directors Report, forming part of the Annual Report.

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CErTiFiCaTE ON COrPOraTE gOVErNaNCE

ToThe Members ofKalyaniForgeLimitedPune.

ToThe members of Kalyani Forge limited

We have examined the compliance of conditions of Corporate Governance as stipulated at Para C of Schedule Vintermsofregulations34(3)and53(f)oftheSecuritiesAndExchangeBoardOfIndia(ListingObligationsAndDisclosureRequirements)Regulations,2015(the‘Regulations’)andthelistingagreementofKalyaniForgeLimitedwiththestockexchangesfortheyearendedMarch31,2018.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditionsoftheCorporateGovernance.Itisneitheranauditnoranexpressionofopiniononthefinancialstatements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Regulations, subject to above.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyoreffectivenesswithwhichthemanagementhasconductedtheaffairsoftheCompany.

For M/s K.S. Aiyar & Co.Chartered Accountants

Firm Registration No. : 100186W

Satish KelkarPlace : Pune PartnerDate : 12th May 2018 Membership No.: 38934

dEClaraTiON rEgardiNg COmPliaNCE By BOard mEmBErS aNd SENiOr maNagEmENT PErSONNEl WiTH THE COmPaNy’S COdE OF CONdUCT PUrSUaNT TO rEgUlaTiON 34)3( & SCHEdUlE V Para d OF THE )SECUriTiES & EXCHaNgE BOard OF iNdia )liSTiNg OBligaTiONS & diSClOSUrE rEQUirEmENTS( rEgUlaTiONS, 2015(

AsrequiredbyRegulation34(3)&ScheduleVParaDofthe(Securities&ExchangeBoardofIndia(ListingObligations&DisclosureRequirements)Regulations,2015),,thisistoconfirmthattheCompanyhasadopteda Code of Conduct for all Board Members and Senior Management of the Company. The Code is available on the Company’s website.

IconfirmthattheCompanyhasinrespectofthefinancialyearended31stMarch,2018,receivedfromthesenior management team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable to them.


Place : Pune rohini g. KalyaniDate : 12th May 2018 Chairperson & Managing Director (DIN:00519565)

39th AnnuAl RepoRt

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maNagiNg dirECTOr aNd CHiEF FiNaNCial OFFiCEr CErTiFiCaTE

To,The Board of directors,Kalyani Forge limited.

Asrequiredbyregulation17(8)oftheSECURITIES&EXCHANGEBOARDOFINDIA(LISTINGOBLIGATIONS&DISCLOSUREREQUIREMENTS)REGULATIONS,2015)tothebestofourknowledgeandbelief,wecertifythat:

A. WehavereviewedfinancialstatementsandthecashflowstatementfortheyearendedMarch31,2018and that to the best of their knowledge and belief, we state that:

(1) Thestatementsdonotcontainanymateriallyuntruestatementoromitanymaterialfactorcontainstatements that might be misleading;

(2) Thestatementstogetherpresentatrueandfairviewofthelistedentity’saffairsandareincompliancewith existing accounting standards, applicable laws and regulations.

B. There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.

C. WeacceptresponsibilityforestablishingandmaintaininginternalcontrolsforfinancialreportingandthattheyhaveevaluatedtheeffectivenessofinternalcontrolsystemsoftheCompanypertainingtofinancialreportingand theyhavedisclosed to theauditorsand theauditcommittee,deficiencies in thedesignor operation of such internal controls, if any, of which they are aware and the steps they have taken or proposetotaketorectifythesedeficiencies

D. We have indicated to the auditors and the Audit committee

(1) Significantchanges,ifany,ininternalcontroloverfinancialreportingduringtheyear;

(2) Significantchanges, ifany, inaccountingpoliciesduring theyearand that thesamehavebeendisclosedinthenotestothefinancialstatements;and

(3) Instancesofsignificantfraudofwhichwehavebecomeawareandtheinvolvementtherein,ifany,ofthemanagementoranemployeehavingasignificantroleinthelistedentity’sinternalcontrolsystemoverfinancialreporting.

For Kalyani Forge limited,

rohini g. Kalyani, Chairperson & Managing Director

Place : Pune avinash KhareDate:12thMay,2018 ChiefFinancialOfficer

39th AnnuAl RepoRt

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independent auditor’s report To the members of Kalyani Forge limited

report on the Financial Statements

Wehaveaudited theaccompanyingfinancialstatementsofKalyaniForgeLimited (‘theCompany’),whichcomprise theBalanceSheet as atMarch 31, 2018, theStatement of Profit and Loss (IncludingOtherComprehensiveIncome),theCashFlowStatementandtheStatementofChangesinEquityfortheyearthenended,andasummaryofthesignificantaccountingpoliciesandotherexplanatoryinformation.

management’s responsibility for the Financial Statements

TheCompany’sBoardofDirectorsisresponsibleforthemattersstatedinSection134(5)oftheCompaniesAct,2013(‘theAct’)withrespecttothepreparationofthesefinancialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformance(IncludingOtherComprehensiveIncome),cashflowsandchangesin equity of the Company in accordance with the accounting principles generally accepted in India, including theIndianAccountingStandards(‘IndAS’)specifiedintheCompanies(IndianAccountingStandards)Rules,2015(asamended)underSection133oftheAct.Thisresponsibilityalsoincludesmaintenanceofadequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenanceofadequateinternalfinancialcontrols,thatwereoperatingeffectivelyforensuringtheaccuracyandcompletenessof theaccounting records, relevant to thepreparationandpresentationof thefinancialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditor’s responsibility

Ourresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

WeconductedourauditinaccordancewiththeStandardsonAuditingspecifiedunderSection143(10)oftheAct. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financialstatements.Theproceduresselecteddependontheauditor’sjudgment,includingtheassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalfinancialcontrolrelevanttotheCompany’spreparationofthefinancialstatementsthatgiveatrueandfairviewinordertodesignauditproceduresthatareappropriateinthe circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overallpresentationofthefinancialstatements.

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononthefinancialstatements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatementsgivetheinformationrequiredbytheActinthemannersorequiredandgiveatrueandfairviewinconformitywiththeaccountingprinciplesgenerallyacceptedinIndiaincludingIndASspecifiedunderSection133oftheAct,ofthestateofaffairsoftheCompanyasatMarch31,2018,anditsprofit(IncludingOtherComprehensiveIncome),itscashflowsandthechangesinequityfortheyearendedonthatdate.

Other matter

ThefinancialinformationoftheCompanyfortheyearendedMarch31,2017andthetransitiondateopeningbalancesheetasatApril1,2016includedinthesefinancialstatements,arebasedonthepreviouslyissuedstatutoryfinancialstatementsfortheyearsendedMarch31,2017andMarch31,2016preparedinaccordancewiththeCompanies(AccountingStandards)Rules,2006(asamended)whichwereauditedbyus,onwhich

39th AnnuAl RepoRt

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weexpressedanunmodifiedopiniondatedMay23,2017andMay27,2016respectively.TheadjustmentstothosefinancialstatementsforthedifferencesinaccountingprinciplesadoptedbytheCompanyontransitionto the have been audited by us.

report on Other legal and regulatory requirements

1. AsrequiredbytheCompanies(Auditor’sReport)Order,2016(‘theOrder’)issuedbytheGovernmentofIndia–MinistryofCorporateAffairs,intermsofsub-section(11)ofsection143oftheAct,weencloseintheannexure‘A’,astatementonthemattersspecifiedinparagraphs3and4ofthesaidOrder.

2. AsrequiredbySection143(3)oftheAct,wereportthat:

(a) Wehavesoughtandobtainedalltheinformationandexplanationswhichtothebestofourknowledgeand belief were necessary for the purposes of our audit.

(b) Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanysofaras it appears from our examination of those books.

(c) TheBalanceSheet, theStatement ofProfit andLoss (includingother comprehensive income),the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) Inouropinion,theaforesaidfinancialstatementscomplywithIndASspecifiedunderSection133ofthe Act.

(e) OnthebasisofthewrittenrepresentationsreceivedfromthedirectorsasonMarch31,2018takenonrecordbytheBoardofDirectors,noneofthedirectorsisdisqualifiedasonMarch31,2018frombeingappointedasadirectorintermsofSection164(2)oftheAct.

(f) Withrespecttotheadequacyoftheinternalfinancialcontrolsoverfinancialreporting(IFCoFR)oftheCompanyandtheoperatingeffectivenessofsuchcontrols,refertoourseparateReportin“AnnexureB”.

(g) WithrespecttotheothermatterstobeincludedintheAuditor’sReportinaccordancewithRule11oftheCompanies(AuditandAuditors)Rules,2014(asamended),inouropinionandtothebestofour information and according to the explanations given to us:

i. theCompanyhasdisclosedtheimpactofpendinglitigationsonitsfinancialpositioninitsfinancialstatements – Refer note 33.1 to Financial Statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For K. S. aiyar& Co Chartered accountants ICAI Firm Registration No. 100186W Place: Pune Satish Kelkar date: 12th May 2018 Partner Membership No.: 38934

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annexure ‘a’ to the auditor’s report

(Referredtoinparagraph1undertheheading‘ReportonOtherLegalandRegulatoryRequirements’ofourReportofevendateonthefinancialstatementsfortheyearendedonMarch31,2018,ofKalyaniForgeLimited)

(i) (a) TheCompanyhasmaintainedproperrecordsshowingfullparticularsincludingquantitativedetailsandsituationoffixedassets

(b) TheCompanyhasaprogramforphysicalverificationofFixedassets,whichinouropinionisreasonablehavingregardtothenatureofthebusiness.Accordingly,theFixedassetshavebeenverifiedbythemanagementandnomaterialdiscrepancieswerenoticed.Inourviewthefrequencyofverificationneeds improvement.

(c) Accordingtotheinformationandexplanationsgiventousandonthebasisofourexaminationofthe records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) Theinventorieshavebeenphysicallyverifiedduringtheyearbythemanagement.Thediscrepanciesnoticedonverificationbetweenthephysicalstocksandthebookrecordswerenotmaterialandhavebeenproperly dealt with in the books of account.

(iii) As informed, theCompany has not granted any loans, secured or unsecured to companies, firms,LimitedLiabilityPartnershipsorotherpartiescoveredintheregistermaintainedunderSection189oftheCompaniesAct,2013.Accordingly,provisionsofclauses3(iii)(a),3(iii)(b)and3(iii)(c)oftheOrderarenot applicable.

(iv) Inouropinionandaccordingtotheinformationandexplanationsgiventous,theprovisionsofsection185 and 186 of the Companies Act, 2013, with respect to the loans, investments guarantees and security are not applicable.

(v) Inouropinionandaccording to the informationandexplanationsgiven tous, theCompanyhasnotaccepted any deposit from the public and consequently the directives issued by the Reserve Bank of India, and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, with regard to the deposits accepted from the public are not applicable to the Company. According to the information and explanations given to us, no order has been passed by theCompanyLawBoard,NationalLawTribunalorReserveBankofIndiaoranyothercourtoranyothertribunal.

(vi) WehavebroadlyreviewedthebooksofaccountmaintainedbytheCompanypursuanttotherulesmadebytheCentralGovernmentforthemaintenanceofcostrecordsunder148(1)oftheAct,andareoftheopinion that prima-facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) Accordingtotheinformationandexplanationgiventousandtherecordsofthecompanyexaminedby us, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other material statutory dues applicable to it.

According to the information and explanation given to us, no undisputed material amounts payable in respect of statutory dues were in arrears as at 31st March, 2018, for a period more than six months from the date they became payable.

(b) Accordingtotheinformationandexplanationsgiventous,theparticularsofduesofincometaxandexcise duty as at 31st March, 2018 which has not been deposited on account of disputes are as follows:

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Name of the statute Nature of dispute due

amount under dispute not

deposited )rs.(

Period to which the amount

related

Forum where the dispute pending

Central ExciseAct, 1944

Cenvat Credit on Rejection

Received from customer

5,67,018 From 2000-01 to 2011-12

HighCourt,Mumbai

Cenvat Credit on outward

transportation

11,28,985 From 2004-05 to 2007-08

Additional Commissioner,

Pune.Interest on

supplementary Invoices

4,25,113 From 2001-02 to 2004-05

HighCourt,Mumbai.

Cenvat Credit on Rejection

Received from customer

1,83,304 From 2008-09 to 2011-12

CESTAT Mumbai

Income TaxAct, 1961

Disallowance of Expenditure on expansion / upgradation of

projects

6,95,976 AY1992-93 HighCourt,Mumbai

Lossonoptionssettled.

18,18,339 AY2008-09 CIT Appeals

Expenditure incurred Bad

debts

35,71,252 AY2011-12 Commissioner of Income Tax (Appeals)Pune.

Assessment complete, Order

received with demand

25,06,620 AY2013-14 Commissioner of Income Tax (Appeals)Pune

(viii) Inouropinionandaccordingtoinformationandexplanationsgiventous,theCompanyhasnotdefaultedinrepaymentofduestoafinancialinstitution,bankorgovernmentasatthebalancesheetdate.

(ix) TheCompanyhasnotraisedanymoneysbywayofinitialpublicofferorfurtherpublicoffer(includingdebtinstruments).Thetermloanshavebeenappliedforthepurposeforwhichtheywereobtained.

(x) Accordingtothe informationandexplanationsfurnishedbythemanagement,whichhavebeenrelieduponbyus,therewerenofraudsbyorontheCompanybyitsofficersoremployeesnoticedorreportedduring the year.

(xi) Inouropinionandaccordingtoinformationandexplanationsgiventous,ManagerialRemunerationhasbeen paid or provided during the year in accordance with the requisite approvals mandated by provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) Inouropinion,theCompanyisnotaNidhiCompany.Accordinglyclause3(xii)oftheOrderisnotapplicableto the Company.

(xiii) Inouropinionalltransactionswiththerelatedpartiesareincompliancewithsections177and188ofCompaniesAct,2013,whereapplicable,andtherequisitedetailshavebeendisclosedinthefinancialstatements etc., as required by the applicable accounting standards.

(xiv)TheCompanyhasnotmadepreferentialallotmentorprivateplacementofsharefullyorpartlyconvertibledebentures during the year under review. The requirements of section 42 of the Companies Act, 2013, therefore are not applicable.

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(xv) TheCompanyhasnotenteredintoanynon-cashtransactionswithdirectorsorpersonsconnectedwiththem covered under Section 192 of the Companies Act, 2013.

(xvi)Accordingtotheinformationandexplanationsgiventous,theCompanyisnotrequiredtoberegisteredundersection45-I(A)oftheReserveBankofIndiaAct,1934.


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annexure - B to the independent auditor’s report of even date on the Financial Statements of Kalyani Forge limited.

report on the internal Financial Controls under Clause )i( of Sub-section 3 of Section 143 of the Companies act, 2013 )“the act”(

WehaveauditedtheinternalfinancialcontrolsoverfinancialreportingofKalyaniForgeLimited(“theCompany”)asofMarch31,2018inconjunctionwithourauditofthefinancialstatementsoftheCompanyfortheyearended on that date.

management’s responsibility for internal Financial Controls

TheCompany’smanagementisresponsibleforestablishingandmaintaininginternalfinancialcontrolsbasedontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsideringtheessentialcomponents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementationandmaintenanceofadequate internal financial controls thatwereoperatingeffectively forensuring theorderly andefficient conduct of its business, includingadherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness oftheaccountingrecords,andthetimelypreparationofreliablefinancialinformation,asrequiredundertheCompanies Act, 2013.

auditors’ responsibility

OurresponsibilityistoexpressanopinionontheCompany'sinternalfinancialcontrolsoverfinancialreportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOverFinancialReporting(the“GuidanceNote”)andtheStandardsonAuditing,issuedbyICAIanddeemedtobeprescribedundersection143(10)oftheCompaniesAct,2013,totheextentapplicabletoanauditofinternalfinancialcontrols,bothapplicabletoanauditofInternalFinancialControlsand,bothissuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequateinternalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainedandifsuchcontrolsoperated effectively in all material respects.

Ourauditinvolvesperformingprocedurestoobtainauditevidenceabouttheadequacyoftheinternalfinancialcontrolssystemoverfinancialreportingandtheiroperatingeffectiveness.Ourauditofinternalfinancialcontrolsoverfinancialreportingincludedobtaininganunderstandingofinternalfinancialcontrolsoverfinancialreporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement,includingtheassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherdue to fraud or error.

WebelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopinionontheCompany’sinternalfinancialcontrolssystemoverfinancialreporting.

meaning of internal Financial Controls over Financial reporting

Acompany's internalfinancialcontroloverfinancial reporting isaprocessdesignedtoprovidereasonableassuranceregardingthereliabilityoffinancialreportingandthepreparationoffinancialstatementsforexternalpurposesinaccordancewithgenerallyacceptedaccountingprinciples.Acompany'sinternalfinancialcontroloverfinancialreportingincludesthosepoliciesandproceduresthat(1)pertaintothemaintenanceofrecordsthat,inreasonabledetail,accuratelyandfairlyreflectthetransactionsanddispositionsoftheassetsofthecompany;(2)providereasonableassurancethattransactionsarerecordedasnecessarytopermitpreparationoffinancialstatements inaccordancewithgenerallyacceptedaccountingprinciples,and that receiptsandexpenditures of the company are being made only in accordance with authorisations of management and directorsofthecompany;and(3)providereasonableassuranceregardingpreventionortimelydetectionofunauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financialstatements.

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inherent limitations of internal Financial Controls over Financial reporting

Becauseoftheinherentlimitationsofinternalfinancialcontrolsoverfinancialreporting,includingthepossibilityof collusion or improper management override of controls, material misstatements due to error or fraud may occurandnotbedetected.Also,projectionsofanyevaluationoftheinternalfinancialcontrolsoverfinancialreportingtofutureperiodsaresubjecttotheriskthattheinternalfinancialcontroloverfinancialreportingmaybecome inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

Inouropinion,theCompanyhas,inallmaterialrespects,anadequateinternalfinancialcontrolssystemoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasatMarch31,2018,basedontheinternalcontroloverfinancialreportingcriteriaestablishedbytheCompanyconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


FINANCIAL STATEMENTS

2017-18

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Balance Sheet as at march 31, 2018 ` in lakhs

Particulars Note No as at march 31, 2018

As at March 31, 2017

As at April 1, 2016

ASSETS1 Non-current assets

(a) Property, Plant and Equipment 2 8,377.24 5,953.59 6,320.81 (b) Capital work-in-progress 464.63 2,974.43 809.39(c) Other Intangible assets 2 42.95 60.27 62.50 (d) Intangible assets under development - - 0.97

(i) Investments 3 0.50 0.50 0.50 (ii) Othernoncurrentfinancialassets 4 16.98 19.33 12.61

(d) Deferredtaxassets(net) 5 - 105.27 23.43 (e) Incometaxassets(net) 6 286.05 55.94 151.00 (f) Other non-current assets 7 600.53 1,621.41 416.68 Total Non - Current assets 9,788.88 10,790.74 7,797.89

2 Current assets (a) Inventories 8 4,818.23 4,486.77 3,713.02 (b) Financial Assets

(i) Trade receivables 9 7,007.94 6,176.89 6,169.03 (ii) Cash and cash equivalents 10 346.54 113.05 860.08 (iii) Other Bank Balances 11 145.15 117.41 162.42 (iv) Otherscurrentfinancialassets 12 14.69 14.04 16.60

(c) Other current assets 13 1,404.65 1,949.05 1,137.76 Total Current Assets 13,737.20 12,857.21 12,058.91TotalAssets(1+2) 23,526.08 23,647.95 19,856.80EQUITYANDLIABILITIES

1 Equity (a) Equity Share capital 14 363.90 363.90 363.90 (b) Other Equity 15 10,314.08 9,837.07 9,488.70 EquityattributabletoownersoftheCompany(I) 10,677.98 10,200.97 9,852.60Non-controllinginterests(II) - - -

Total equity )i+ii( 10,677.98 10,200.97 9,852.602 liabilities

Non-current liabilities(a) FinancialLiabilities

(i) Borrowings 16 1,757.61 1,577.10 384.32 (b) Provisions 17 249.80 334.39 309.59 (c) Deferredtaxliabilities(Net) 18 130.38 - -

Total Non - Current liabilities 2,137.79 1,911.49 693.91Current liabilities(a) FinancialLiabilities

(i) Borrowings 19 3,961.86 4,129.01 2,937.31 (ii) Trade payables 20 4,983.76 4,197.21 4,047.94 (iii) Othercurrentfinancialliabilities 21 1,240.30 2,552.62 730.62

(b) Provisions 22 90.76 82.64 82.19 (c) Other current liabilities 23 433.63 574.01 1,512.23

Total Current liabilities 10,710.31 11,535.49 9,310.29Total Equity and liabilities )1 + 2( 23,526.08 23,647.95 19,856.80

As per our attached report of even date. For and on behalf of the Board of Directors.

FORM/SK.S.AIYAR&CO.Firm Registration Number : 100186WChartered Accountants

ROHINIG.KALYANIManaging Director & Chairperson(DIN:00519565)

ABHIJITSENDirecor(DIN:00002593)

SATISHKELKARPartner Membership Number : 38934Pune: 12th May 2018

AVINASHKHAREChiefFinancialOfficer

NILESHVITEKARCompany Secretary

39th AnnuAl RepoRt

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Statement of Profit and Loss for the period ended March 31, 2018 ` in lakhs

Particulars Note No

2017-18 2016-17

Continuining Operationsi income

Revenue from operations 24 26,536.17 25,211.53 Other Income 25 698.21 456.15 Total revenue )i( 27,234.38 25,667.68

ii EXPENSES(a) Cost of raw materials and components consumed 26 12,979.91 11,437.29 (b) Changesininventoriesoffinishedgoods,work-in-progressand

stock-in-trade27 )120.37( (827.59)

(c) Excise duty on sale of goods 28 680.96 2,527.65 (d) Employeebenefitexpense 29 2,922.31 3,190.38 (e) Finance costs 30 633.75 377.61 (f) Depreciation and amortisation expense 31 1,294.67 1,041.06 (g) Other expenses 32 7,923.68 7,401.23 Total Expenses )ii( 26,314.91 25,147.63

iii Profit/(loss) before exceptional items tax (I-II) 919.47 520.05iV "Exceptional items- gains/ )loss(" - - V Profit before tax (III-IV) 919.47 520.05Vi Tax Expense

(a) Current tax 71.53 253.56(b) Deferred tax 235.65 (81.83)(c) Short/(Excess)provisionfortaxrelatingtoprioryears )44.10( -Total tax expense 263.08 171.73

Vii Profit/(loss) after tax from continuing operations (V-VI) 656.39 348.32Viii discontinued Operations - -

(1) Profit/(loss)fromdiscontinuedoperations - -(2) Tax Expense of discontinued operations - -Profit/(loss) after tax from discontinued operations - -

iX Profit/(loss) for the period (VII+VIII) 656.39 348.32X Other comprehensive incomea (i) Itemsthatwillnotberecycledtoprofitorloss - -

(a) Remeasurementsofthedefinedbenefitliabilities/(asset) )71.74( 130.92(ii) Incometaxrelatingtoitemsthatwillnotbereclassifiedtoprofitor

loss 23.72 (43.28)

B (i) Itemsthatmaybereclassifiedtoprofitorloss - -(ii) Incometaxonitemsthatmaybereclassifiedtoprofitorloss - -Total other comprehensive income for the period )48.02( 87.64

Xi Total comprehensive income for the period )iX + X( 608.37 435.96Xii Earnings per equity share :

Basic 18.04 9.57 Diluted 18.04 9.57








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CaSH FlOW STaTEmENT aS ON 31st march 2018 ` in lakhs

a. CaSH FrOm OPEraTiNg aCTiViTiES 31st march 2018 31st March 2017rs. rs. Rs.

Profit before Taxation 919.47 670.33 Less: iNd aS adjustments )64.16(

Revised Profit before Taxation 855.31 Add: Depreciation 1,294.67 1,041.06

Provision for doubtful debts 36.11 108.67Interest&financecharges 633.75 344.72Advances Written off 77.81 99.58

2,042.34 1,594.032,897.65 2,264.36

Less: Dividend 0.22Surplus on sale of assets during the year 6.07 5.29Provision for doubtful debts written backProvision no longer required 268.00 325.83

274.29 331.12Operating profit before working capital changes 2,623.36 1,933.24(increase)/DecreaseinCurrent&Non-CurrentAssets

Inventories )331.46( (773.72)Trade Receivables )874.63( (106.65)OtherCurrentAssetsandLoans&Advances 316.92 589.86Increase/(Decrease)inCurrent&Non-CurrentLiabilities

)266.11( 106.94

)1,155.29( (183.58)Net cash generated from operations 1,468.07 1,749.67less: income tax paid 233.82 201.78 NET CaSH FrOm OPEraTiNg aCTiViTiES 1,234.25 1,547.88

B. CaSH FrOm iNVESTiNg aCTiViTiESExpensed for Property, Plant & Equipment )211.14( (4,153.30)Sale Proceeds of Assets 8.97 5.29Dividend received 0.22 0.00

NET CaSH FrOm iNVESTiNg aCTiViTiES )201.95( (4,148.01)C. CaSH FrOm FiNaNCiNg aCTiViTiES

Availement/(Repayment)inCashCredit&PCFC from Banks

)167.15( 1,191.69

Availement/(Repayment)inOtherSecuredLoans 256.00 1,211.07Availement/(Repayment)inUnsecuredLoans )105.44( (131.47)Interest & Finance Charges paid )650.86( (330.63)Dividend paid )119.91( (88.20)NETCASHFROMFINANCINGACTIVITIES )787.35( 1,852.47

NET iNCrEaSE/)USE( OF CaSH aNd CaSH EQUiValENTS

244.95 (747.65)

Opening Balances of Cash and Cash equivalents 118.89 866.54Closing Balances of Cash and Cash equivalents 363.84 118.89








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NOTE TO aNd FOrmiNg ParT OF THE FiNaNCial STaTEmENTS aS aT aNd FOr THE yEar ENdEd 31 marCH 2018.Note No. 1

NOTE TO aNd FOrmiNg ParT OF THE FiNaNCial STaTEmENTS aS aT aNd FOr THE yEar ENdEd 31 marCH 2018.

1. Statement on Significant Accounting Policies

1.1 Basis of Preparation of Financial Statements:

AspernotificationissuedbytheMinistryofCorporateAffairs,thefinancialstatementshavebeenpreparedinaccordancewithIndianAccountingstandards(IndAS)notifiedundertheCompanies(IndianAccountingStandards)Rules,2015.ForallperiodsuptoandincludingtheyearendedMarch31,2017,thecompanyprepareditsfinancialstatementsinaccordancewithaccountingstandardsnotifiedunderthesection133oftheCompaniesAct2013,readtogetherwithparagraph7oftheCompanies(Accounts)Rules,2014(IndianGAAP).InaccordancewithIndAS101First-timeadoptionofIndianAccountingStandards,theCompanyhaspresentedareconciliationfromthepresentationoffinancialstatementsunderAccountingstandardsnotifiedundertheCompanies(Accountingstandards)Rules,2006(“PreviousGAAP”)toIndAS.Allassetsandliabilitieshavebeenclassifiedascurrentornon-currentaspertheCompany’snormaloperating cycle, and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as up to twelve months for thepurposeofcurrent/non-currentclassificationofassetsandliabilities.

1.2 Use of Estimates

Thepreparationoffinancialstatementsinconformitywiththerecognitionandmeasurementprinciplesof Ind AS requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. The estimates andassumptionsusedintheaccompanyingfinancialstatementsarebaseduponmanagement’seval-uationoftherelevantfactsandcircumstancesasofthedateofthefinancialstatements.Actualresultsmaydifferfromtheestimatesandassumptionsusedinpreparingtheaccompanyingfinancialstatements.Any revisions to accounting estimates are recognized prospectively in future periods. Key sources of estimationofuncertaintyatthedateofthefinancialstatementswhichmaycauseamaterialadjustmenttothecarryingamountsofassetsandliabilitieswithinthenextfinancialyear,isinrespectofusefullivesof property, plant and equipment, provisions and contingent liabilities.

1.3 Property, plant and equipment and depreciation:

A) Sincethereisnochangeinthefunctionalcurrency,thecompanyhaselectedtocontinuewiththecarryingvalueforallofitsproperty,plantandequipmentasrecognizedinitsIndianGAAPfinancialstatements as deemed cost at the transition date viz. April 1, 2016. Property, plant and equipment are stated at their cost of acquisitions including incidental expenses related to acquisition and in-stallationoftheconcernedassets(includingcostofspecificborrowings).TheProperty,plantandequipment manufactured internally by the Company are stated at manufacturing cost. Property, plant and equipment are shown net of accumulated depreciation and impairment losses; except for free hold land, which is at cost.

B) ExpenditureonNewProjectsandExpenditureduringtheconstruction:-

In case of new projects and in case of substantial modernization or expansion at the existing units ofthecompany,expenditureincurredincludinginterestonborrowingsandfinancingcostofspecificloan, prior to the commencement of commercial production is being capitalized to the cost of asset. Trial run expenditure is also capitalized.

C) Intangibleassetsaremeasuredoninitialrecognitionatcost.Expenditureincurredindevelopmentphase, where it is reasonably certain that outcome of development will be commercially exploited to yieldfutureeconomicbenefittothecompanyisconsideredasanintangibleasset.Suchdevelop-mental expenditure is capitalized at cost including share of allocable expenses.

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D) Depreciation/AmortizationonAssets(otherthanFreeholdLand):

PursuanttoenactmentoftheCompaniesAct2013(the‘Act’),thecompanyhasrevisedusefullifeof its Property, plant and equipment as per provision of schedule II of the said Act. Accordingly the companyprovidesdepreciationonallitsassetsonthe“StraightLineMethod”inaccordancewiththe said Act.

Intangible assets are amortized over their respective individual estimated useful lives on a straight line basis, commencing from the date the asset is available to the Company for its intended use.

1.4 inventories:

Stores and spares, raw materials and components are valued at cost or net realizable value whichever is lower, Cost of Inventories has been computed to include all cost of purchases, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

Cost of Raw materials is ascertained on weighted moving average basis.

Work-in-process, Dies under fabrication and Finished Goods are valued at the lower of cost or net real-izable value.

ScrapandNon-movingsemi-finishedgoods,slow-movingandobsoleteitems,arevaluedatthelowerofcost or net realizable value.

Stock of Trial Product is valued at cost.

Dies are valued at cost.

Die Block and Die Steel are valued at material cost.

Goods in transit are stated at actual cost up to the date of Balance Sheet.

Shares, Units of Mutual Funds shown as stock in trade are valued at cost or market value whichever is lower.

Management reviews the inventory age listing on a periodic basis. The purpose is to ascertain whether anallowanceisrequiredtobemadeinthefinancialstatementsforanyobsoleteandslow-movingitems.Management issatisfiedthatadequateallowanceforobsoleteandslow-moving inventorieshasbeenmadeinthefinancialstatements.

1.5 research & development costs:

ResearchandDevelopmentexpenditureischargedtoProfit&LossAccountundertherespectiveheadsofaccountintheyearinwhichitisincurred.Howeverexpenditureincurredduringdevelopmentphase,whereitisreasonablycertainthattheoutcomeofresearchwillbecommerciallyexploitedtoyieldeconomicbenefitto the Company, is considered as an intangible asset. Assets purchased for Research and Development are treated in the same way as any other asset.

1.6 Post employment and other employee benefits:

Shorttermsemployeebenefits-Allemployeebenefitspayablewithin12monthsofrenderingtheserviceareclassifiedasshorttermbenefits.Suchbenefitsincludesalary,wages,bonus,shorttermcompensatedabsences, awards, ex-gratia, performance pay and the same are recognized in the period in which the employee renders the related service. The liabilities are presented under current provisions in the Balance sheet.

Provident Fund -

BenefitsintheformofProvidentFundandPensionSchemewhetherinpursuanceoflaworotherwisewhicharedefinedcontributionsisaccountedonaccrualbasisandchargedtostatementofprofitandlossof the year.

Gratuity -

Theemployees’gratuityfundschemeisCompany’sdefinedbenefitplan.Paymentforpresentliabilityoffuture payment of gratuity is being made to the approved gratuity funds under cash accumulation policy

39th AnnuAl RepoRt

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oftheLifeInsuranceCorporationofIndia.TheEmployees’gratuity,adefinedbenefitplan,isdeterminedbased on the actuarial valuation using the Projected Unit Credit Method as at the date of the Balance Sheet and shortfall in the fair value of the Planned Asset is recognized as obligation. Now as per Ind AS 19,allActuarial(gains)/losseswillbetermedasremeasurementsandwillbeimmediatelyrecognizedinOtherComprehensiveIncomeonthefaceofStatementofProfit&Loss.

PrivilegeLeaveBenefits-

Privilegeleavebenefitsorcompensatedabsencesareconsideredaslongtermunfundedbenefitandisrecognized on the basis of an actuarial valuation using the Projected Unit Credit Method determined by an appointed Actuary.

TerminationBenefits-

Terminationbenefitssuchascompensationundervoluntaryretirementschemearerecognizedasliabilityin the year of termination.

1.8 Foreign Currency Transactions

Initial recognition -

Thecompany’sfinancialstatementsarepresentedinINR,whichisalsoitsfunctionalcurrency.Foreigncurrency transactions are recorded in the reporting currency, by applying to the foreign currency amount, the exchange rate between the reporting currency and the foreign currency at the date of transaction.

Conversion -

MonetaryAssetsandLiabilities,designatedinforeigncurrenciesarerevalorizedattherateprevailingonthe date of Balance Sheet. Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated. Exchange difference arising on the settlement and con-version on foreign currency transactions are recognized as income or as expenses in the year in which they arise.

1.9 investments:

Investments which are readily realizable and are intended to be held for not more than one year from the dateonwhichinvestmentsaremadeareclassifiedascurrentinvestments.

1.10 revenue recognition:

A) Revenuefromthedomesticsalesisrecognisedwhenthesignificantrisksandrewardsofownershipof the goods have passed to the buyer.

B) Revenuefromexportsalesarerecognizedwhenallthesignificantrisksandrewardsofownershipof the goods have been passed to the buyer, usually on the basis of dates of bill of lading/other de-livering documents as per the terms of the contract.

C) Exportincentives:

Export incentives are accounted for on export of goods if the entitlement can be estimated with reasonableaccuracyandconditionsprecedenttoclaimarefulfilled.

D) Revenuefromthesaleofgoods ismeasuredat theconsiderationreceivedorreceivable,netofreturns and allowances, trade discounts and volume rebates.

E) Dividendisaccruedintheyearinwhichitisdeclared,wherebyrighttoreceiveisestablished.

F) Interestincomeisrecognizedusingtheeffectiveinterestmethod.

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1.11 Cash Flow Statement:

Cashflowsarereportedusingtheindirectmethod,wherebynetprofitbeforetaxisadjustedfortheef-fects of transactions of a non cash nature and any deferral or accruals of past or future cash receipts or payments.Thecashflowsfromregularoperating,investingandfinancingactivitiesoftheCompanyaresegregated.

1.12 Cash and cash equivalents:

Cash comprises cash on hand and demand deposits with bank. Cash equivalents are short term, highly liquid investments that are readily convertible into known amounts of cash which are subject to an insig-nificantriskofchangesinvalue.

1.13 Borrowing Costs:

Borrowing Costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized till the month in which the asset is ready to use, as part of the cost of that asset. Other borrowing costs are recognized as expenses in the period in which these are incurred.

1.14 Taxation:

Current Income Tax:

Income Tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rates adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred Tax:

Deferredincometaxesreflecttheimpactofcurrentyeartimingdifferencesbetweentaxableincomeandaccounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred Tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timingdifferencesonlytotheextentthatthereisreasonablecertaintythatsufficientfuturetaxableincomewill be available against which such deferred tax assets can be realised.

1.15 Earnings per share:-

Thebasic&dilutedearningpershareiscomputedbydividingthenetprofitorlossattributabletoequityshareholder for the period by the weighted average number of equity shares outstanding during the period. Forthepurposeofcalculatingdilutedearningpershare,thenetprofitorlossfortheperiodattributabletoequity shareholders & the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

1.16 impairment of assets:

Impairmentoffinancialassets

The Company measures the expected credit loss associated with its assets based on historical trend, industry practices and the business environment in which the entity operates or any other appropriate basis.Theimpairmentmethodologyapplieddependsonwhethertherehasbeenasignificantincreaseincredit risk.

Impairmentofnon-financialassets

Non Financial Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purpose of assessing impairment, assetsaregroupedat the lowest levels forwhichthereareseparately identifiablecash inflowswhicharelargelyindependentofthecashinflowsfromotherassetsorgroupofassets(cash-generatingunits).Non-financialassetsthatsufferedanimpairmentarereviewedforpossiblereversaloftheimpairmentatthe end of each reporting period.

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1.17 Provisions and contingent liabilities

Provisions are recognized when the company has a present legal or constructive obligation as a result ofpastevent,itisprobablethatanoutflowofresourceswillberequiredtosettletheobligation,andareliable estimate of the amount of the obligation can be made. Provisions are determined based on the best estimate required to settle the obligation at the balance sheet date. Provisions are reviewed at each balancesheetdateandadjustedtoreflectcurrentbestestimates.TheCompanydoesnotrecognizeacontingentliabilitybutdisclosesitsexistenceinthefinancialstatements.Adisclosureofcontingentliabilityis made where there is a possible obligation or a present obligation that may, but probably will not require anoutflowofresources.

1.18 government grants

Grants from the Government are recoganised at the fair value where there is reasonable assurance that the grant will be received and the Company will comply with all the attached conditions.

When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded as a government grant. The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the fair value and initial carrying value of the loan. The loan is subsequentlymeasuredaspertheaccountingpolicyapplicabletofinancialliabilities.

1.21 Financial instruments

Afinancialinstrumentisanycontractthatgivesrisetoafinancialassetofoneentityandafinancialliabilityorequityinstrumentofanotherentity.Allfinancialassetsarerecognisedinitiallyatfairvalueplus,inthecaseoffinancialassetsnotrecordedatfairvaluethroughprofitorloss,transactioncoststhatareattrib-utabletotheacquisitionofthefinancialasset.Purchasesorsalesoffinancialassetsthatrequiredeliveryof assets within a time frame established by regulation or convention in the market place (regular way trades)arerecognisedonthetradedate,i.e.,thedatethattheCompanycommitstopurchaseorselltheasset.

Equity Investments

All equity investments in scope of Ind AS 109 are measured at amortised cost. For all equity instruments not held for trading, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-in-strument basis.

Theclassificationismadeoninitialrecognitionandisirrevocable.

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Not

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39th AnnuAl RepoRt

77

Note 3: Non current investment

` in lakhs Particulars as at march

31, 2018As at March

31, 2017As at April

1, 2016Nos iNr Nos INR Nos INR

UnquotedInvestments(fullypaid)Investments in Equity SharesTheShamraoVithalCo-operativeBankLtd 2000 0.50 2000 0.50 2000 0.50 TOTal iNVESTmENTS CarryiNg ValUE aT amOrTiSEd COST

0.50 0.50 0.50

Note 4: Others Non current Financial assets

Particulars as at march 31, 2018


As at April1, 2016

i Financial assets at amortised costa) Security Deposits - Secured, considered good 4.42 8.98 4.56 b) Fixed deposit more than 12 months 12.56 10.35 8.05 Total Financial assets at amortised cost 16.98 19.33 12.61

Note 5: deferred Tax asset)Net(



As at April1, 2016

A. Tax effect of items constituting deferred tax liabilities1) On difference between book balance and tax

balanceoffixedassets - 157.12 183.73

- 157.12 183.73 B. Tax effect of items constituting deferred tax assets

1) Provision for compensated absences, gratuity and otheremployeebenefits

- 137.87 115.60

2) Provision for doubtful debts / advances - 124.52 91.56 - 262.39 207.16

Total - 105.27 23.43

Note 6: income Taxes



As at April1, 2016

Current Tax Asset:Advanceincometax(net) 286.05 55.94 151.00 Total 286.05 55.94 151.00

39th AnnuAl RepoRt

78

Note 7: Other Non Current assets ` in lakhs



As at April1, 2016

(a) Capital advances - - - (i) For Capital work in progress 178.57 1,239.35 21.29

(b) Balances with government authorities (other than incometaxes)

421.96 382.06 393.86

(c) Advances to Employees - - 1.53 TOTal 600.53 1,621.41 416.68

Note 8: inventories

Particulars(a) Raw materials 1,755.79 1,378.35 1,344.46 (b) Work-in-progress, at cost 1,921.43 2,047.16 1,213.72 (c) Completed Finished Goods 162.86 136.37 209.55 (d) Excise Duty on Inventory - 7.00 24.60 (e) Stores and spares 219.41 383.14 419.42 (f) LooseTools 236.72 220.30 195.07 (g) Others - Scrap 370.97 177.04 120.38 (h) Die Room Inventory:

Dies at cost 38.37 38.37 38.37 Fabrication, at cost 112.68 99.04 128.55

(i) Stock of shares, units of mutual funds - - 18.90 Total 4,818.23 4,486.77 3,713.02

Note 9: Trade receivables

ParticularsTrade receivables(a) Secured, considered good - - - (b) Unsecured, considered good 7,007.94 6,176.89 6,169.03 (c) Unsecured, considered Doubtful 412.74 376.64 276.97 Less:Allowancefordoubtfultradereceivable )412.74( (376.64) (276.97)Total 7,007.94 6,176.89 6,169.03

TheCompanyhassentbalanceconfirmationletterstoSundryDebtors,thebalancesareunderreconciliationinthosecaseswhereconfirmationswerereceived.Pendingfinalreconciliation,thebalancesinrespectof,Debtors are as per books of account only. Adjustments having an impact of revenue nature, if any, will be madeintheyearinwhichthesameareconfirmed/reconciled.

39th AnnuAl RepoRt

79

Note 10: Cash and cash equivalents ` in lakhs



As at April1, 2016

Current Cash and bank balances(a) Balances with banks

In current accounts 345.67 101.11 423.78 In deposit accounts - 11.57 433.84

(b) Cash in hand 0.87 0.37 2.46 Total 346.54 113.05 860.08

Note 11: Other Bank Balances

ParticularsOther bank balances

Balances held as margin money or security against borrowings, guarantees and other commitments

127.85 111.57 155.95

Earmarked accounts - unpaid dividend accounts 17.30 5.84 6.47 Total 145.15 117.41 162.42

Note 12: Other Current Financial assets

ParticularsFinancial assets at amortised cost

a) Security Deposits- Secured, considered good - - -- Unsecured, considered good - - 4.73

b) Other items - - - Interest Receivable 14.69 14.04 11.87

Total 14.69 14.04 16.60

Note 13: Other Current assets

Particulars(a) Advances to suppliers 1,192.60 1,365.59 17.98 (b) Advances to employees 22.56 25.61 41.21 (c) Balances with government authorities (other than income

taxes)* 166.41 531.25 1,039.80

(d) Prepayments 23.07 22.55 34.72 (e) Others 0.01 4.05 4.05 Total 1,404.65 1,949.05 1,137.76 *This includes Export Incentive receivable of Rs. 150.17 lakhs.

39th AnnuAl RepoRt

80

Note 14: Equity Share Capital ` in lakhs

Particulars as at march31, 2018

As at March31, 2017

As at April1, 2016

Nos iNr Nos INR Nos INR authorised: Equity shares of Rs 10/- each 7,500,000 750.00 7,500,000 750.00 7,500,000 750.00 C u m u l a t i v e R e d e e m a b l e Preference Shares of Rs 10/- each

5,000,000 500.00 5,000,000 500.00 5,000,000 500.00

UnclassifiedSharesofRs10/-each 2,500,000 250.00 2,500,000 250.00 2,500,000 250.00 15,000,000 1,500.00 15,000,000 1,500.00 15,000,000 1,500.00

issued, Subscribed and Fully Paid:Equity shares of Rs.10/- each 3,640,000 364.00 3,640,000 364.00 3,640,000 364.00

- - - Forfeited Equity Shares 2,000 0.10 2,000 0.10 2,000 0.10 Total 3,638,000 363.90 3,638,000 363.90 3,638,000 363.90

1 Reconciliation of Equity Shares outstanding at the beginning and at the end of the Reporting period31st march 2018 31st March 2017 As at April 1, 2016

No. Of Shares

iNr No. Of Shares

INR No. Of Shares

INR

At the beginning of the period 3,638,000 363.80 3,638,000 363.80 3,638,000 363.80 Issued/ Reduction if any during the year

- - - - - -

Outstanding at the end of the Period 3,638,000 363.80 3,638,000 363.80 3,638,000 363.80 Terms/rights attached to the equity shares2 The Company has only one class of equity shares having par value of Rs. 10/- each. Each equity holder is

entitled to one vote per share and have a right to receive dividend as recommended by Board of Directors subject to the necessary approval from the shareholders.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3 Sharesheldbyholding/subsidiaries/associates:NIL

4 Number of Shares held by each shareholder holding more than 5% Shares in the company

Sr. No.

Name of Shareholders 31st march 2018 31st March 2017No. of

Shares % Of Holding No. of Shares %OfHolding

1 KalayniConsultantsPvt.Ltd. 377,280 10.37 377,280 10.37 2 BhalchandraInvestmentsPvt.Ltd. 349,000 9.59 349,000 9.59 3 VakratundInvestmentsPvt.Ltd. 342,342 9.41 342,342 9.41 4 PaxInvestmentsPvt.Ltd. 340,074 9.35 340,074 9.35 5 SquirrelFinancers&InvestorsPvt.Ltd. 186,480 5.13 186,480 5.13

5 Aggregate number of bonus shares issued, share issued for consideration other than cash and shares boughtbackduringtheperiodoffiveyearsimmediatelyprecedingthereportingdate:NIL

39th AnnuAl RepoRt

81

` in lakhs reserves and Surplus

Capital reserve

Securities premium

reserve

general reserve

Other reserve Capital

redemption reserve

retained earnings

Total

Balance at the beginning of the reporting period

25.00 691.63 927.40 10.00 8,183.04 9,837.07

Total Comprehensive income for the year

- - - - 608.37 608.37

Dividend and tax thereon.

- - - - )131.36( )131.36(

Balance as at 31st March 2018

25.00 691.63 927.40 10.00 8,660.06 10,314.08

Note 15: Other Equity

Other Equity

reserves and Surplus Capital reserve

Securities premium

reserve

general reserve

Other reserve Capital

redemption reserve

retained earnings

Total

Balance as at 1st April 2016

25.00 691.63 927.40 10.00 7,834.67 9,488.70

Total Comprehensive income for the year

- - - - 435.94 435.94

Dividend and tax thereon.

- - - - (87.57) (87.57)

Balance as at 31 st March 2017

25.00 691.63 927.40 10.00 8,183.05 9,837.07

39th AnnuAl RepoRt

82

Note 16: Non Current Borrowings


31, 2018As at March

31, 2017As at April

1, 2016

measured at amortised costa. Secured Borrowings:

Term loansFrom BanksStateBankofIndia(Note1) 1,356.36 1,101.81 - ICICIBank(Note2) 340.57 330.27 - Indian Overseas Bank - - 140.72

Total Secured Borrowings 1,696.93 1,432.08 140.72B. Unsecured Borrowings - at amortised Cost

Deferred payment liabilities 60.68 145.02 243.60 Total Unsecured Borrowings 60.68 145.02 243.60Total Borrowings carried at amortised Cost 1,757.61 1,577.10 384.32measured at FVTPl

1( Bonds / debentures - - - 2( Term loans - - -

Total Borrowings carried at FVTPl - - -Total Borrowings 1,757.61 1,577.10 384.32

Terms of repayment 1. TermLoanofRs.2162.79Lakhs(Sanctioned:Rs.2500lakhs)isavailedfromStateBankofIndia,IFB,

Pune,outofthetotalsanctionlimit,attherateofinterestof2.10%aboveMCLR-1Y.Balanceoutstandingason31March2018isRs.1851.36lakhs(P.Y.Rs.1477.65Lakhs).Outofthis,Rs.495.00Lakhs(P.Y.Rs.360.00Lakhs)istreatedascurrentmaturitiesoflongtermdebtsason31March2017is.Inadditiontothis,InterestaccruedanddueonborrowingsamountedtoRs.21.91Lakhs(P.Y.Rs.15.85Lakhs).Thisloanistoberepaidin56instalmentscomprisingof44instalmentsofRs.45Lakh,11instalmentsofRs.43Lakhsand1instalmentofRs.47LakhstartingfromAugust2017.

2. Buyer'sCreditofRs.340.57Lakhs(P.Y.Rs.330.27Lakhs)availedfromICICIBank,BundgardenRoad,PuneoutofthetotalsanctionlimitRs.500LakhsattheFixedMarginoverUSDLondoninterbankofferratei.e.LIBOR

3. SalesTaxDeferralLiabilityunderpackageschemeofincentive2001-02,2002-03,2003-04,2004-05,2005-06ason31stMarch2018amountedtoRs.179.71Lakhs(P.Y.Rs311.18Lakhs.Outofthese,Rs.105.44Lakhs(P.Y.Rs.131.47Lakhs)istreatedascurrentmaturitiesoflongtermdebtsason31stMarch2018.This liability is to be repaid within 5 years starting from 2012-13.

NatureofsecurityforItemno.(i),(ii)and(iii) FortheaboveRupeeTermLoans,thecompanyhascreatedthefirstchargeinfavouroflendingbanks

bywayofhypothecationofassetstobeacquiredoutofbankfinanceasprimarysecurityandsecondparipassuchargebywayofhypothecation/mortgageonthepresentandfuturefixedassetsincludinglandandbuilding situated at Sanaswadi and Koregaon Bhima, Pune as a collateral security.

39th AnnuAl RepoRt

83

Note 17: Non Current Provisions ` in lakhs



As at April1, 2016

Provisionforemployeebenefits(i) Provision for compensated absences 109.22 105.43 137.81 (ii) Gratuity 140.58 228.96 171.78 Total Provisions 249.80 334.39 309.59

Note 18: deferred Tax liability

Particulars A. Tax effect of items constituting deferred tax liabilities

1) Ondifferencebetweenbookbalanceandtaxbalanceoffixedassets

379.42 - -

2) Onexpendituredeferredinthebooksbutallowablefor tax purposes

- - -

379.42 - - B. Tax effect of items constituting deferred tax assets

1) Provisionforcompensatedabsences,gratuityandotheremployeebenefits

112.59 - -

2) Provisionfordoubtfuldebts/advances 136.45 - - 249.04 - -

Total 130.38 - -

Note 19: Current Borrowings

Particularsa. Secured Borrowings - at amortised cost:(a) Loansrepayableondemand

ICICI Bank FCNRB 992.69 992.99 - Cash credit from Bank 2,550.32 2,869.17 2,323.48 Packing credit foreign currency loan 418.85 266.85 613.83

Total Secured Borrowings 3,961.86 4,129.01 2,937.31Total Current Borrowings 3,961.86 4,129.01 2,937.31

Notes :-

1. Company'sfundandnonfundbasedworkingcapitalfacilitiesofRs.874/-aresecuredbyfirstchargebywayofhypothecationonparipassubasiswithexistingworkingcapitallenders(StateBankofIndia(LeadBank),BankofMaharashtra,IDBIBankLtd.andICICIBankLtd.)overthecompany'sentirecurrentassetsincludingstocks,WIP,receivablesandfinishedgoodsandalsothesecondchargeonthewholeofthefixedassets of the Company on pari passu basis with consortium working capital lenders.

2. TheFCNRBloanisavailedfromICICIBankLtd.attherateofInterestofFixedMarginoverUSDLondoninterbankofferratei.e.LIBOR

3. The packing credit foreign currency loan is availed from Bank of Maharashtra and State Bank of India at therateofInterestofFixedMarginoverUSDLondoninterbankofferratei.e.LIBOR

39th AnnuAl RepoRt

84

Note 20: Current Trade Payables


31, 2018As at March

31, 2017As at April

1, 2016

i) Creditorsforsupplies/services 4,983.76 4,197.21 4,047.94

Total trade payables 4,983.76 4,197.21 4,047.94

Notes :-

TheCompanyhassentbalanceconfirmationletterstoSundryCreditors,thebalancesareunderreconciliationinthosecaseswhereconfirmationswerereceived.Pendingfinalreconciliation,thebalancesinrespectof,Creditors are as per books of account only. Adjustments having an impact of revenue nature, if any, will be madeintheyearinwhichthesameareconfirmed/reconciled.

Note 21: Other Current Financial liabilities

ParticularsOther Financial liabilities measured at amortised Cost(a) Current maturities of long-term debt 600.44 631.21 711.50 (b) Interest accrued and due on borrowings 26.63 21.82 7.73 (c) Unpaid dividends (includes preference dividend of Rs.

XX,consideredasinterest) 17.30 5.85 6.46

(l) Other liabilities (i) Creditorsforcapitalsupplies/services 158.96 1,412.69 4.93 (ii) Othercreditbalances 436.97 481.05 -

Total other financial liabilities 1,240.30 2,552.62 730.62

Note 22: Current Provisions

Particulars(a) Provisionforemployeebenefits

(i) LeaveEncashment 22.94 21.47 27.80 (ii) Gratuity 67.82 61.17 54.39

Total Provisions 90.76 82.64 82.19

Note 23: Other Current liabilities

Particulars(a) Advances received from customers 38.49 45.98 36.10 (b) Government Grant 40.55 54.06 67.58 (c) Others

- Employee Recoveries and Employer Contributions 127.90 176.46 229.12 - Statutory Dues (Excise duty, service tax, sales tax,

TDS,Royaltyetc.) 181.17 46.94 510.56

- Other credit balances 45.52 250.57 668.87

TOTal 433.63 574.01 1,512.23

39th AnnuAl RepoRt

85

Note 24: revenue from Operations

` in lakhs Particulars 2017-18 2016-17(a) Saleofproducts(Gross) 26,427.13 25,062.13 (b) Other Operating Revenues

- Die development charges - 10.00 - Export incentives 107.81 100.62 - Miscellaneous receipts 1.23 38.78

Total 26,536.17 25,211.53

Note 25: Other income

ParticularsInterest income 38.02 63.02 (a) Gainonforeignexchangefluctuations,net 16.96 - (b) Sundry Balances Written Back 223.90 325.83 (c) Discount received 34.32 40.18 (d) Dividend received 0.22 - (e) Deferred Income 13.52 13.52 (f) Miscellaneous Income 365.20 8.31 (g) Gain on sale of assets 6.07 5.29 Total 698.21 456.15

Note 26: Cost of materials consumed

Particulars(a) Raw materials consumed

Opening stocks 1,378.35 1,344.46 Add : Purchases 13,191.47 11,349.80 Less:Stocksatclose 1,755.79 1,378.35

12,814.03 11,315.91 (b) Dies consumed

Dies 38.37 38.37 Die Blocks, Die Steel and Dies under fabrication 99.04 128.55 Opening stocks 137.41 166.92 Add: Purchases and processing charges 179.52 91.87 Sub total 316.93 258.79 Less:StockatcloseDies 38.37 38.37 Die Blocks, Die Steel and Dies under fabrication 112.68 99.04 Sub total 151.05 137.41

165.88 121.38 Total 12,979.91 11,437.29

39th AnnuAl RepoRt

86

Note 27: Changes in inventories of finished goods, work-in-progress and stock-in-trade

` in lakhs Particulars 2017-18 2016-17(Increase)/decreaseinstocksStocks at close:

Work-in-process 1,921.43 2,047.16 Finished goods 162.86 136.37 Scrap 370.97 177.04

Less:OpeningstocksWork-in-process 2,047.15 1,213.73 Finished goods 136.37 209.55 Scrap 177.04 120.39

)94.70( (816.90)Shares,Units of mutual FundsStock at close - - Less:Stockatcommencement - 18.90

- (18.90)Increase/(Decrease)inexcisedutyonstocksExcise duty on opening inventories 25.67 17.46 Excise duty on closing inventories - 25.67

)25.67( 8.21 Total )120.37( (827.59)

Note 28: Excise duty on sale of goods

ParticularsExcise duty on sales 680.96 2,527.65 Total 680.96 2,527.65

Note 29: Employee Benefit Expense

ParticularsSalaries and wages, including bonus 2,660.92 2,568.72 Contribution to provident and other funds 136.28 127.28 Gratuity Expenses )141.68( 228.85 Staff welfare expenses 266.79 265.53 Total 2,922.31 3,190.38

39th AnnuAl RepoRt

87

Note 30: Finance Cost

` in lakhsParticulars 2017-18 2016-17Interest expense

Borrowings 197.14 90.79 Others- Cash credit 378.07 266.63

Other borrowing cost- Bank charges 74.37 75.92 Exchange differences regarded as an adjustment to borrowing costs )15.83( (55.73)Total 633.75 377.61

Note 31: depreciation and amortization expense

ParticularsDepreciation

Tangible assets 1,277.35 1,036.51 Intangible assets 17.32 4.55

Total 1,294.67 1,041.06

39th AnnuAl RepoRt

88

Note 32: Other Expenses

` in lakhs Particulars 2017-18 2016-17manufacturing Expenses

Stores, spares and tools consumed 1,598.47 1,526.67 Processing charges 1,727.73 1,458.35 Power and fuel 2,626.06 2,277.28 Repairs to building 15.44 50.38 Repairs to machinery 574.01 563.07 Freight Charges 203.33 196.43 Other manufacturing expenses 23.83 20.54

Total )a( 6,768.87 6,092.72 Selling Expenses

Freight and forwarding 392.84 270.59 Royalty, technical and license fees etc. - 0.25 Other selling expenses 6.93 12.29

Total )B( 399.77 283.13 administration Expenses

Rent 3.12 3.12 Rates and taxes 19.62 39.32 Insurance 13.89 42.35 Other repairs and maintenance 2.90 22.22 Travelling and conveyance 36.12 54.21 Vehicle Expenses 148.71 137.40 Professional & consultancy fees 138.06 130.44 Auditor's remuneration 20.99 17.38 Director's Sitting Fees 2.94 3.76 Donation 0.05 - Directors' commission 46.39 21.11 Miscellaneous expenses 208.34 210.46 Provision for doubtful debts 36.10 108.67 Sundry debit balances written off 77.81 99.58 Lossonforeignexchangefluctuations,net - 135.36

Total )C ( 755.04 1,025.38 Total )a(+)B(+)C ( 7,923.68 7,401.23

39th AnnuAl RepoRt

89

NOTE NO. 33

NOTE TO aNd FOrmiNg ParT OF THE FiNaNCial STaTEmENTS aS aT aNd FOr THE yEar ENdEd 31 marCH 2018

33.1 Contingent liability not provided for in respect of : ` in lakhs

as at 31st march, 2018

rs.

As at 31st March, 2017

Rs.

As at 1st April, 2016

Rs.i. Bills discounting - - 4.37 ii. Claims against the Company, not acknowledged as debts 380.32 229.20 821.23 iii Disputed Income Tax demand, matter under appeal 85.92 86.52 100.06 iv Disputed Excise demand, matter under appeal 53.66 62.68 76.28 v In respect of export obligation under EPCG - 1,057.25 884.31 vi InrespectofBankGuarantee(*) 685.36 592.67 3,078.21

*Gurantees given by the company's Banker's on behalf of the Company, against sanctioned guarantee limits (BG+LC-oneway interchangeability fromLCtoBGlimit)aggregatingtoRs.1300 lakhs(Asat31stMarch2017Rs.1500lakhs&Asat1stApril2016Rs.300Lakhs)forcontractsundertakenbytheCompanyandother matters are secured by extension of charge by way of joint hypothecation of stock in trade, stores and spares etc., book debts subject to prior change in their faviour.Amount outstanding as on 31st March, 2018 is Rs.685.36lakhs(31stMarch2017Rs.592.66Lakhs&1stApril2016Rs.307.82Lakhs)

as at 31st march, 2018

rs.

As at 31st March, 2017

Rs.

As at 1st April, 2016

Rs.

33.2 Estimated Amount of contracts remaining to be executed onCapitalAccountandNotprovidedfor(netofadvances)

185.45 73.58 0.64

33.3 Payments to Auditors 2017-18 rs.

2016-17 Rs.

Statutory Audit 9.50 8.50 Tax Audit 2.00 1.50 In Other Capacity : - - ForLimitedReview&Others 6.50 5.00 For Expenses 1.99 1.31 Total 19.99 16.31

33.4 Disclosure pursuant to "Ind AS-19" - DetailsofLongTermEmployeesbenefitsdeterminedbyanappointedActuaryareasfollows:

a) FundedScheme-Gratuity.

Particulars 31st march 2018

31st March 2017

1st April 2016

gratuity Gratuity Gratuity(i) Amounts to be recognised in Balance Sheet

a.PresentValueofDefinedBenefitObligations Funded 393.17 290.14 361.91 b. Fair Value of Plan Assets 184.78 178.14 161.51 c.NetAsset/(Liability)recognisedintheBalance

Sheet )208.40( (112.00) (200.40)

39th AnnuAl RepoRt

90

` in lakhsParticulars 31st march

2018 31st March

2017 1st April

2016 gratuity Gratuity Gratuity

(ii) Amount toberecognised inStatementofProfit&LossAccounta. Current Service Cost 25.08 32.06 3.20 b.Interestondefinedbenefitobliogations 7.70 29.10 27.45 c. Expected return on planed assets - (13.48) (12.67)d.NetActuarialLosses/(Gain)Recognisedinyear - (130.19) (24.06)Total,includedin"EmployeeBenefits" 32.79 (82.51) 23

(iii) Change in Defined Benefit obl igat ion andreconciliation thereof

a.PresentvalueofDefinedBenefitobligationatthebeginning of the year

290.14 387.68 351.91

b. Interest Cost 20.35 29.10 27.45 c. Current Service Cost 25.08 32.06 32.60 d.ActuarialLosses/(Gains) 72.62 (129.62) (24.28)e.BenefitsPaid )15.01( - - f. PresentvalueofDefinedBenefitobligationatthe

close of the year 393.17 290.14 387.68

(iv) Change in the fair value of Plan Assets and the reconciliation thereof

a. Fair value of Plan Assets at the beginning of the Year

178.14 161.51 149.06

b. Add : Expected return on Plan Assets 25.18 13.48 12.67 c.Add/(Less):ActuarialLosses/(Gains) )11.66( 0.57 (0.22)d. Add : Contributions by employer 9.99 32.95 - e.Less-BenefitsPaid )15.01( (29.10) - f. Mortality charges & taxes )1.86( (1.28) - g. Fair value of Plan Assets at the closed of the year 184.78 178.14 161.51

(v) Broad Categories of plan assets as a percentage of total assets as at 31st March, 2018a. Insurer Managed Funds 100% 100% 100%TOTal 100% 100% 100%

(vi) Summary of the Actuarial AssumptionsDiscount Rate Particulars 31st

march,201831st March,

2017Present Value of Unfunded Obligations 132 127 165.61 Discount Rate 8% 8% 8%Salary Escalation Rate % 5% 5% 5%

33.5 movement in leave Encashment )long Term & Short Term Compensated absences(

year Opening Balance

addition )Net(

Closing Balance

2017-18 161.74 )29.59( 132.16 2016-17 165.62 (3.87) 161.74

39th AnnuAl RepoRt

91

33.6 The disclosure persuant to the said act is as under :` in lakhs

Particulars as at31-03-2018

As at31-03-2017

As at01-04-2016

Principal Amount due to suppliers under MSMED Act, 2006, beyond the appointed day

47.00 27.02 15.15

Interest accrued and due to suppliers under MSMED Act, on the above amount

4.80 1.43 2.73

Paymentmadetosuppliers(otherthaninterest)beyondthe appointed day, during the year

47.00 104.62 40.66

Interest paid to suppliers under MSMED Act (Other than section16)InterestpaidtosuppliersunderMSMEDAct(Section16)Interest due and payable to suppliers under MSMED Act , for the payments already made

1.31 6.09 6.42

Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act,2006

6.11 7.52 9.14

Note: Theinformationhasbeengiveninrespectofsuchvendorstotheextenttheycouldbeidentifiedas " Micro and Small" enterprises on the basis of information available with the Company.

33.7(a) ThecompanyhassingleProduct,viz:"Forgings"consequentlytherearenoReportableSegmentsof the company as per 'Ind AS 108- Operating segments' prescribed by Companies (Accounting Standards)AmendmentRules,2016

(b) DisclosuresoftransactionswithRelatedPartiesasrequiredby'IndAS24'"RelatedPartyDisclosures"is given below.

Relatedpartiesasdefinedunderclause3oftheAccountingStandardhavebeenidentifiedonthebasis of representations made by the Key Managerial Personnel, information available with the company and taken on record by the Board.

Sr. No.

Nature of relationship / Name of related party

Nature ofTransaction

2017-18 2016-17 2015-16 Transaction Value )rs.(

Outstanding amounts carried in

the Balance Sheet )rs.(

Transaction Value (Rs.)

Outstanding Amounts carried in

the Balance Sheet (Rs.)




Key Managerial personnel 1 Mrs. R. G. Kalyani Salary 20.75 1.73 20.75 1.73 20.75 1.73

(Chairperson and Managing Director) Commission 24.75 24.75 13.56 13.56Total 45.50 26.48 34.31 15.28 20.75 1.73

Relative of Key Managerial Personnel 2 Mr. Viraj G. Kalyani Salary 20.75 1.73 20.75 1.73 20.75 1.73

(Executive Director) Commission 6.55 6.55 6.69 6.69 Total 27.30 8.28 27.45 8.42 20.75 1.73 Relative of Key Managerial Personnel

3 Mr. G.N. Kalyani Commission 1.82 - 2.00 2 0.48 0.48 (Director) Siting fees 0.92 - 1.02 - 0.43 - Total 2.74 - 3.02 2 0.91 0.48

4 Enterprise in which Key Managerial Person is commonNSF Trust Rent 3.12 - 3.12 3.12 - - Total 3.12 - 3.12 3.12 - -

39th AnnuAl RepoRt

92

` in lakhsSr.

No.Nature of relationship / Name of related party

Nature ofTransaction

2017-18 2016-17 2015-16 Transaction Value )rs.(

Outstanding amounts carried in

the Balance Sheet )rs.(







5 Enterprise in which Key Managerial Person is common

- - - -

Kalyani Property Pvt.Ltd. Royalty 0.25 0.75 0.25 0.75 0.25 0.50 Other - 23.68 Total 0.25 24.43 0.25 0.75 0.25 0.50

6 Enterprise in which Key Managerial Person is commonKalyani Consultant Pvt Ltd Expenses - - - 36.78 - -

Reimbursement - - - - 36.78 Total 36.78 - - 36.78 - 36.78

33.8 Earnings Per Share: 2017-18 2016-17Earnings attributable to the equity share holder 656.38 348.30 Total weighted average No. of shares 3,638,000 3,638,000 (a) EPS 18.04 9.57(b) Diluted 18.04 9.57

33.9 EVENT OCCUriNg aFTEr BalaNCE SHEET daTE The Board of Directors has recommended dividend for the current year of Rs. 3.50/- per equity share

(NominalvalueRs.10/-perequityshare)

Expenditure on Corporate Social Responsibility activities:

33.10 dETailS OF COrPOraTE SOCial rESPONSiBiliTy )CSr( EXPENdiTUrE

Particular 2017-18 2016-17Amount required to be spent as per Section 135 of the Act 3.71 4.14 Amount spent during the year on(i) Construction/acquisitionofanyasset 1.50(ii) Onpurposeotherthan(i)above 1.50 4.14 Total 3.00 4.14

33.11PreviousYear'sfigureshavebeenregroupedwherevernecessarytomakethemcomparablewiththoseof the current year.

39th AnnuAl RepoRt

93

34 CaTEgOry-WiSE ClaSiFiCaTiON OF FiNaNCial iNSTrUmENTS

` in lakhsParticulars refer

Note no.

Non-current

Current

31.03.2018 31.03.2017 01.04.2016 31.03.2018 31.03.2017 01.04.2016Financial assets measured at Fair value through Profit or loss (FVTPL)Investment in Equity shares (Net of provision)* 2 - - -

- - - - - - Financial assets measured at Fair value through other comprehensive income )FVTOCi(

- - - - - -

- - - - - -Financial assets measured at amortised costSecurity Deposit 3 4.42 8.98 4.56 Security Deposits (Net of provision) ** 3 - - - Fixed deposit more than 12 months 3 12.56 10.35 8.05 Trade receivables 8 7,007.94 6,176.89 6,169.03Cash and cash equivalents 9 346.54 113.04 860.08Other balances with banks 10 145.15 117.41 162.42Interest Accrued on Fixed Deposit 11 14.69 14.04 11.87Security Deposit 11 4.73 16.98 19.34 12.61 7,514.31 6,421.38 7,208.12Financial liabilities measured at amortised costBorrowings 15 1,757.61 1,577.09 384.32 Borrowings 18 3,961.86 4,129.01 2,937.31Trade payables 19 4,983.76 4,197.20 4,047.96Current maturities of long-term debt 20 600.44 631.21 711.50Interest accrued and due on borrowings 20 26.63 21.82 7.73Unpaid Dividends 20 17.30 5.84 6.46Payable towards expenses 20 158.96 1,412.68 4.93Other credit balances 20 436.97 481.05 - 1,757.61 1,577.09 384.32 10,185.94 10,878.81 7,715.89

Fair ValUE mEaSUrEmENTS Fair Value hierarchyFinancial Assets / financial liabilities Fair Value as

at 31.03.2018 Quoted price

in active markets )level 1(

Significant observable

inputs)level 2(

Significant unobservable

inputs)level 3(

Financial assets measured at fair value throughprofitorloss*

- -

Financial assets measured at fair value throughothercomprehensiveincome(OCI)

NA NA NA NA

39th AnnuAl RepoRt

94

` in lakhsFair ValUE mEaSUrEmENTS Fair Value hierarchyFinancial Assets / financial liabilities Fair Value as




inputs)level 2(


inputs)level 3(


- -


NA NA NA NA

Fair ValUE mEaSUrEmENTS Fair Value hierarchyFinancial Assets / financial liabilities Fair Value as




inputs )level 2(


inputs )level 3(


- -


NA NA NA NA

35 FiNaNCial riSK maNagEmENT

35.1 market risk

TheCompany’sfinancialriskmanagementisanintegralpartofhowtoplanandexecuteitsbusinessstrategies.Marketriskistheriskoflossoffutureearnings,fairvaluesorfuturecashflowsthatmayresultfromachangeinthepriceofafinancialinstrument.

35.2 interest rate risk :

Thecompanyhasinvestmentinfixeddeposits.Howeverinterestincomefromfixeddepositsisaresiduaryincomeandnotgoingtoaffectthesignificantcashflowofthecompany.

35.3 Foreign currency risk:

Company is exposed to foreign exchange risk through its sales and services to foreign contries, and purchases from overseas suppliers in various foreign currencies.

Thefollowingtableanalyzesforeigncurrencyriskfromfinancialinstruments:

Particulars as at 31st march 2018 As at 31st March 2017 As at 1st April 2016USd Euro JPy USd Euro JPy USd Euro JPy aUd

Unhedged Trade receivables

10.75 5.30 - 11.08 3.01 - 14.08 2.98 - -

Unhedged Trade Payables

- 0.02 47.18 4.82 0.56 252.97 1.72 1.75 115.74 2.00

Total 10.75 5.32 47.18 15.91 3.57 252.97 15.80 4.73 115.74 2.00

35.4 Credit risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed.Tomanagethis,theCompanyperiodicallyassessesfinancialreliabilityofcustomersandothercounter parties, taking into account the financial condition, current economic trends, andanalysis ofhistoricalbaddebtsandageingoffinancialassets.Individualrisklimitsaresetandperiodicallyreviewedon the basis of such information.

39th AnnuAl RepoRt

95

Financial assests are written off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Whererecoveriesaremade,thesearerecognizedasincomeinthestatementofprofitandloss.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates.Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered."

FinancialAssetsareconsideredtobeofgoodqualityandthereisnosignificantincreaseincreditrisk. Movement in provisions of doubtful debts ` in lakhs

Particulars as at 31st march 2018

As at 31st March 2017

Opening provision 376.64 276.97 Add : Additional provision made 36.10 99.67 Less:Provisionwriteoff - - Less:Provisionreversed - - Closing provisions 412.74 376.64

35.5 liquidity risk :

LiquidityriskistheriskthattheCompanywillencounterdifficultyinraisingfundstomeetcommitmentsassociatedwithfinancialinstrumentsthataresettledbydeliveringcashoranotherfinancialasset.

maturity patterns of Financial liabilities

Particulars less than 1 year

Between 1 to 5 years

more than 5 years

Total

at 31st march, 2018Trade payables 4,914.56 69.20 4,983.76Otherfinancialliabilities(Currentandnoncurrent)

-

At 31st March, 2017Trade payables 4,195.61 1.60 4,197.20Otherfinancialliabilities(Currentandnoncurrent)

-

At 1st April, 2016Trade payables 4,047.94 - 4,047.94 Otherfinancialliabilities(Currentandnoncurrent)

-

35.6 The ageing analysis of account receivables has been considered from the date of invoice falls due

Particulars less than 1 year

Between 1 to 5 years

more than 5 years

Total

at 31st march, 2018Trade receivables 6,373.68 634.26 - 7,007.94

At 31st March, 2017Trade receivables 5,492.42 684.47 - 6,176.89

39th AnnuAl RepoRt

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36. Standards issued but not yet effective:

InMarch2018,theMinistryofCorporateAffairsissuedtheCompanies(IndianAccountingStandards)(Amendments)Rules, 2018, notifying IndAS 115 - 'Revenue fromContractswithCustomers' andconsequentialamendmentstovariousIndASstandards.TheamendedRulesalsonotifiedamendmentsto Ind AS 12 - 'Income Taxes', Ind AS 21 - 'The Effect of Changes in Foreign Exchange Rates', Ind AS 28 - 'InvestmentsinAssociatesandJointVentures'andIndAS40-'InvestmentProperty'.TheseamendmentsareinaccordancewiththerecentamendmentsmadebyInternationalAccountingStandardsBoard(IASB).The amendments are effective from accounting periods beginning from 1st April, 2018.

a) IndAS115-'RevenuefromContractswithCustomers':

OnMarch28,2018,MinistryofCorporateAffairs("MCA")hasnotifiedtheIndAS115,RevenuefromContract with Customers. The core principle of the new standard is that an entity should recognize revenuetodepictthetransferofpromisedgoodsorservicestocustomersinanamountthatreflectsthe consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertaintyofrevenueandcashflowsarisingfromtheentity’scontractswithcustomers.

The standard permits two possible methods of transition:

• Retrospectiveapproach-Underthisapproachthestandardwillbeappliedretrospectivelytoeach prior reporting period presented in accordance with Ind AS 8- Accounting Policies, Changes in Accounting Estimates and Errors

• Retrospectivelywithcumulativeeffectofinitiallyapplyingthestandardrecognizedatthedateofinitialapplication(Cumulativecatch–upapproach)TheeffectivedateforadoptionofIndAS115isfinancialperiodsbeginningonorafterApril1,2018.

The Company is currently assessing the impact of application of Ind AS 115 on Company’s financialstatements.

b) AmendmenttoIndAS12-'IncomeTaxes':

The amendments clarify the requirement for recognising deferred tax assets on unrealised losses on debt instruments that are measured at fair value. The amendments also clarify certain other aspects ofaccountingfordeferredtaxassets.Thechangeswillnothaveanymaterialimpactonthefinancialstatements of the Company.

37 Note on First-time adoption of iNd-aS

ThesearetheCompany'sfirstfinancialstatementspreparedinaccordancewithIndAS.

TheCompanyhasadoptedIndianAccountingStandards(IndAS)notifiedbytheMinistryofCorporateAffairswith effect from 1st April, 2017, with a transition date of 1st April, 2016. Ind AS 101-First-time Adoption of Indian Accounting Standards requires that all Ind AS standards and interpretations that are issued and effectiveforthefirstIndASfinancialstatementswhichisfortheyearended31stMarch,2018forthecompany,beappliedretrospectivelyandconsistentlyforallfinancialyearspresented.Consequently,inpreparingtheseIndASfinancialstatements,theCompanyhasavailedcertainexemptionsandcompliedwith the mandatory exceptions provided in Ind AS 101, as explained below. The resulting difference in the carrying values of the assets and liabilities as at the transition date between the Ind AS and Previous GAAP havebeenrecognizeddirectlyinequity(retainedearningsoranotherappropriatecategoryofequity).

Set out below are the Ind AS 101 optional exemptions availed as applicable and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

37.1 Optional Exemptions availed

(a) DeemedCost

The Company has opted paragraph D7 AA and accordingly considered the carrying value of property, plant and equipment and Intangible assets as deemed cost as at the transition date.

39th AnnuAl RepoRt

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37.2 applicable mandatory Exceptions

(a) Estimates

An entity's estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflectanydifferenceinaccountingpolicies).IndASestimatesasat1April2016areconsistentwiththe estimates as at the same date made in conformity with previous GAAP.

The company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- DeferredpaymentliabilitiescarriedatFVTPL

- Re-measurementofthedefinedbenefitliabilities/(assets)

(b) Classificationandmeasurementoffinancialassets

Asrequiredunderparagraph4.1.2ofIndAS109,thecompanyhasassessedtheclassificationandmeasurementoffinancialassets(investmentinequitysharesofShamraoVitthalCo-operativeBankLtd)atAmortisedCost.

37.3 Transition to ind aS - reconciliations

Thefollowingreconciliationsprovideaquantificationoftheeffectofsignificantdifferencesarisingfromthe transition from previous GAAP to Ind AS as required under Ind AS 101:

I. ReconciliationofBalancesheetasatApril1,2016(transitiondate)

II. Reconciliation of Balance sheet as at March 31, 2017

III. ReconciliationofStatementofProfitandLossfortheyearendedMarch31,2017

V. Reconciliation of Income Statement for the year ended March 31, 2017IV. Reconciliation of Equity as at April 1, 2016 and as at March 31, 2017

VI. Reconcilation of Income tax expenses

39th AnnuAl RepoRt

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The following explains the material adjustments made while transition from previous accounting standards to iNd aSi reconciliation of Balance Sheet as at april 1, 2016

` in lakhs Particulars Notes for

First Time adoption

regrouped previous

i-gaaP

iNd aS adjustment

iNd aS


(a) Property, Plant and Equipment 6,320.81 6,320.81 (b) Capital work-in-progress 809.39 809.39 (c) Goodwill - - (d) Investment Property - - (e) Other Intangible assets 62.50 62.50 (f) Intangible assets under development 0.97 0.97 (g) Financial Assets - -

(i) Investments 0.50 0.50 (ii) Trade receivables - - (iii) Loans - - (iv) Othernoncurrentfinancialassets 12.61 12.61

(h) Deferredtaxassets(net) 23.44 23.44 (i) IncomeTaxAssets(net) 151.00 151.00 (j) Other non-current assets 416.67 416.67

Total Non - Current assets 7,797.90 7,797.90 2 Current assets

(a) Inventories 3,713.03 3,713.03 (b) Financial Assets - -

(i) Investments - - (ii) Trade receivables 6,169.03 6,169.03 (iii) Cash and cash equivalents 1,022.49 1,022.49 (iv) Loans - - (v) Otherscurrentfinancialassets 16.60 16.60

(c) Other current assets 1,137.75 1,137.75 Total Current assets 12,058.90 12,058.90 Total assets )1 + 2( 19,856.80 19,856.80 EQUITYANDLIABILITIES

1 Equity(a) Equity Share capital 363.90 363.90 (b) Other Equity 9,401.12 87.57 9,488.70

Equity attributable to owners of the Company(I)

9,765.02 9,852.60

Non-controllinginterests(II) - - Totalequity(I+II) 9,765.02 9,852.60

2 liabilitiesNon-current liabilities

(a) FinancialLiabilities(i) Borrowings 451.90 (67.58) 384.32(ii) Trade payables - - (iii) Othernon-currentfinancialliabilities - -

(b) Provisions 309.59 309.59 (c) Other non-current liabilities - -

Total Non - Current liabilities 761.49 693.91 Current liabilities

(a) FinancialLiabilities(i) Borrowings 2,937.31 2,937.31 (ii) Trade payables 4,047.96 4,047.96 (iii) Othercurrentfinancialliabilities 730.62 730.62

(b) Provisions 169.77 (87.57) 82.19(c) Other current liabilities 1,444.66 67.58 1,512.24

Total Current liabilities 9,330.32 9,310.32 Total Equity and liabilities )1 + 2( 19,856.83 - 19,856.83

39th AnnuAl RepoRt

99

ii reconciliation of Balance Sheet as at march 31, 2017` in lakhs

Particulars Notes for First Time adoption

regrouped previous

i-gaaP

iNd aS adjustment

iNd aS


(a) Property, Plant and Equipment 5,953.59 5,953.59 (b) Capital work-in-progress 2,974.43 2,974.43 (c) Goodwill - - (d) Investment Property - - (e) Other Intangible assets 60.27 60.27 (f) Intangible assets under development - - (g) Financial Assets - -

(i) Investments 0.50 0.50 (ii) Trade receivables - - (iii) Loans - - (iv)Othernoncurrentfinancialassets 19.34 19.34

(h) Deferredtaxassets(net) 105.27 105.27 (i) IncomeTaxAssets(net) 175.03 175.03 (j) Other non-current assets 1,621.40 1,621.40

Total Non - Current assets 10,909.83 10,909.83 2 Current assets

(a) Inventories 4,486.76 4,486.76 (b) Financial Assets - -

(i) Investments - - (ii) Trade receivables 6,176.89 6,176.89 (iii) Cash and cash equivalents 230.45 230.45 (iv) Loans - - (v) Otherscurrentfinancialassets 14.04 14.04

(c) Other current assets 1,949.05 1,949.05 Total Current assets 12,857.19 12,857.19 Total assets )1 + 2( 23,767.02 23,767.02 EQUiTy aNd liaBiliTiES

1 Equity(a) Equity Share capital 363.90 363.90 (b) Other Equity 9,856.44 9,837.07

Equity attributable to owners of the Company(I)

10,220.34 (19.37) 10,200.97

Non-controllinginterests(II) - - Total equity )i+ii( 10,220.34 10,200.97

2 liabilitiesNon-current liabilities

(a) FinancialLiabilities(i) Borrowings 1,611.79 (34.69) 1,577.10(ii) Trade payables - - (iii) Othernon-currentfinancialliabilities - -

(b) Provisions 334.39 334.39 (c) Deferredtaxliabilities(Net) - - (f) Other non-current liabilities - -

Total Non - Current liabilities 1,946.18 1,911.49 Current liabilities

(a) FinancialLiabilities(i) Borrowings 4,129.01 4,129.00 (ii) Trade payables 4,197.20 4,197.20 (iii) Othercurrentfinancialliabilities 2,071.56 2,071.56

(b) Provisions 82.64 82.64 (c) CurrentTaxLiabilities(Net) 119.10 119.10 (d) Other current liabilities 1,001.00 54.06 1,055.07

Total Current liabilities 11,600.50 11,654.56 Total Equity and liabilities )1 + 2( 23,767.02 23,767.02

39th AnnuAl RepoRt

100

III Reconciliation of Statement of Profit and Loss for the period ended March 31, 2017` in lakhs

Particulars regrouped previous

i-gaaP

iNd aS adjustment

iNd aS

Continuining OperationsI income

Revenue from operations 25,211.52 25,211.52Other Income 442.64 13.52 456.16 TotalRevenue(I) 25,654.16 13.52 25,667.68

II EXPENSES(a) Cost of raw materials and components

consumed 11,437.28 11,437.28

(b) Changesininventoriesoffinishedgoods,work-in-progress and stock-in-trade

(827.58) (827.58)

(c) Excise duty on sale of goods 2,527.66 2,527.66(d) Employeebenefitexpense 3,059.46 130.92 3,190.39 (e) Finance costs 344.72 32.89 377.61 (f) Depreciation and amortisation expense 1,041.06 1,041.06(g) Other expenses 7,401.23 7,401.23

Total Expenses )ii( 24,983.83 163.81 25,147.65 III Profit/(loss) before exceptional items tax (I-II) 670.33 (150.29) 520.03IV Exceptionalitems-Gains/(loss) - V Profit before tax (III-IV) 670.33 (150.29) 520.03VI Tax Expense

(a) Current tax 296.84 (43.28) 253.56 (b) Deferred tax -81.84 -81.84(c) Short/(Excess)provisionfortaxrelating

to prior years - -

Total tax expense 215.00 (43.28) 171.72 VII Profit/(loss) after tax from continuing

operations )V-Vi( 455.33 (107.01) 348.31

VIII Discontinued Operations - - (1) Profit/(loss)fromdiscontinuedoperations(2) Tax Expense of discontinued operations

Profit/(loss) after tax fromdiscontinuedoperations

- -

IX Profit/(loss) for the period (VII+VIII) 455.33 (107.01) 348.31X Other comprehensive incomeA (i) Items thatwill not be recycled to profit

or loss - -

(a) Remeasurements of the definedbenefitliabilities/(asset)

130.92 130.92

(ii) Income tax relating to items that will not bereclassifiedtoprofitorloss

(43.28) (43.28)

B (i) Items thatmay be reclassified to profitor loss

- -

(ii) Income tax on items that may be reclassifiedtoprofitorloss

- -

Total other comprehensive income for the period

- 87.64 87.64

XI Total comprehensive income for the period )iX + X(

455.33 (19.37) 435.95

XII Earnings per equity share :Basic 12.52 9.57Diluted 12.52 9.57

39th AnnuAl RepoRt

101

iV reconciliation of Equity ` in lakhs

Sr.No


As at 1st April 2016

A Total Equity reported under previous i-gaaP 10,220.34 9,765.02 -

B adjustments: gain/)loss(1 Reversal of Proposed Dividend Payable and Tax thereon - 87.58 2 Deferred income on Sales Tax deferral loan 13.52 - 3 Interest booked on Sales Tax deferral loan )32.89( -

C Total Equity under ind aS 10,200.97 9,852.60

V reconciliation of income Statement

Sr.No


a Net profit for the period after tax as per previous GAAP 455.31B Effects of transition to Ind-AS on statement of profit and loss

ActurialGain/(Loss)transferredtoOCI )130.92(Impact of deferred income on Sales Tax deferral loan 13.52Impact of interest booked on Sales Tax deferral loan )32.89(

C Net profit for the period after tax as per Ind-AS 305.02 d Other Comprehensive income

Remeasurementsofthedefinedbenefitliabilities 130.92E Total Comprehensive income as per ind aS )C + d( 435.94

Vi a reconciliation of the income tax expenses to the amount computed by applying the statutory income tax rate to the profit before income taxes is summarized below:

` in lakhs Particulars 2017-18 2016-17Current taxCurrent Tax on taxable income for the year 71.53 253.56 Total current tax expense 71.53 253.56deferred TaxDeferredtaxcharge/(credit) 235.65 (81.83)MATCredit(taken)/utilised - - Total deferred income tax expense/(benefit) 235.65 (81.83)Tax in respect of earlier years )44.10( - Total income tax expenses 263.08 171.73

39th AnnuAl RepoRt

102

` in lakhs Particulars 2017-18 2016-17Enacted income tax rate in India applicable to the Company 33.063% 33.063%Profit before tax 919.47 520.05 Current tax expensesonProfit before tax expensesat theenactedincome tax rate in India

304.01 171.95

Tax effect of the amounts which are not deductible/)taxable( in calculating taxable incomePermanent Disallowances 11.94 35.93 Depreciation(neteffect) )219.62( 30.94 Deduction under section 43B of the Income Tax Act )25.29( 8.35 Tax in respect of earlier years )44.10( - Income exempted from income taxes - Other items 236.14 (75.42)Total income tax expenses/)credit( 263.08 171.74

37.4 A) Remeasurements of post-employment benefit obligation InthefinancialstatementspreparedunderPreviousGAAP,re-measurementbenefitofdefinedplans

(gratuity),arisingprimarilyduetochange inactuarialassumptionswasrecognisedasemployeebenefitsexpenseintheStatementofProfitandLoss.UnderIndAS,suchre-measurementbenefitsrelatingtodefinedbenefitplansisrecognisedinOCIaspertherequirementsofIndAS19-Employeebenefits.Consequently,therelatedtaxeffectofthesamehasalsobeenrecognisedinOCI.

Asaresultofthischange,theprofitfortheyearendedMarch31,2017decreasedbyRs.130.92LakhsandrecognisedinOtherComprehensiveIncomeinsteadofprofitandloss.Thereisnoimpacton the total equity as at 31st March, 2017. Consequently, tax effect of the same amounting to Rs. 43.28LakhsisalsorecognisedseparatelyinOCI.

B( retained Earnings Retained earnings as at April 1, 2016 have been adjusted consequent to the above Ind AS transition

adjustments.

C( Other comprehensive income UnderIndAS,allitemsofincomeandexpenserecognisedinaperiodshouldbeincludedinprofitor

loss for the period, unless a standard requires or permits otherwise. Items of income and expense thatarenotrecognisedinprofitorlossbutareshowninthestatementofprofitandlossas'othercomprehensive income' includere-measurementsofdefinedbenefitplans.Theconceptofothercomprehensive income did not exist under previous I-GAAP.

d( TheIndASadjustmentsareeithernoncashadjustmentsorareregroupingamongthecashflowsfromoperating,investingandfinancingactivities.Consequently,IndASadoptionhasnoimpactonthenetcashflowfortheyearended31stMarch,2017ascomparedwiththepreviousI-GAAP.

38 "The Financial Statements are approved by the Company’s Board of Directors on 12th May 2018".39 PreviousYear'sfigureshavebeenregroupedwherevernecessarytomakethemcomparablewiththose

of the current year.


FORM/SK.S.AIYAR&COFirm Registration Number : 100186WChartered Accountants






KalyaNi FOrgE limiTEd (CIN:L28910MH1979PLC020959)

Regd.Office:ShangrilaGardens,“C”Wing, 1stfloor,OppositeBundGarden,Pune411001

E-mail : [email protected], Website : www.kalyaniforge.co.in

Form no. mgT -11PrOXy

[PursuanttoSection105(6)oftheCompaniesAct,2013andrule19(3)oftheCompanies(ManagementandAdministration)Rules,2014].

Nameofthemember(s)____________________________________________________________________________

Registeredaddress_________________________________________________________________________________

E-mailID_________________________________________________________________________________________

Folio/DPID&CLIDNo._____________________________________________________________________________

I/Webeingthemember(s)_________________________________sharesoftheabovenamedCompany,herebyappoint:

1. Name: _______________________________ Address: __________________________________________

E-mail ID: _______________________________ Signature: _______________________________ or failing him

2. Name: _______________________________ Address: __________________________________________

E-mail ID: _______________________________ Signature: _______________________________ or failing him

3. Name: _______________________________ Address: __________________________________________

E-mail ID: _______________________________ Signature: __________________________________________

Asmy/ourproxytoattendandvote(onapoll)forme/usandonmy/ourbehalfatthe39thAnnualGeneralMeetingoftheCompany,tobeheldonFriday,27thdayofJuly2018at10:30a.m.atPoonaClubLtd.,6BundGardenRoad,Pune411001 and at any adjournment thereof in respect of such resolutions as are indicated below:

Res No

Resolution For Against

1 Toreceive,considerandadopttheBalanceSheetasat31stMarch,2018andProfit&LossAccount as on that date together with reports of Directors and Auditors thereon.

2 To declare a dividend on equity shares.3 ToappointaDirectorinplaceofMr.GaurishankarN.Kalyani(DIN:00519610)whoretires

by rotation and being eligible, offers himself for re-appointment.4 ToappointaDirectorinplaceofMr.VirajG.Kalyani(DIN:02268846)whoretiresbyrotation

and being eligible, offers himself for re-appointment.5 RatificationofAppointmentofStatutoryAuditorsfromtheconclusionoftheensuingannual

general Meeting till the conclusion of next Annual General Meeting.6 RatificationofremunerationofMr.RahulA.Chincholkar,CostAccountant,PuneasCost

AuditorsfortheFinancialYearcommencingfrom01.04.2018.

Signature of Shareholder

Signed this day of 2018.

SignatureoffirstProxyholder Signature of second Proxy holder Signature of third Proxy holder

PleaseAffixRe. 1/-

Revenue Stamphere

Note:

1. Pleaseputa tickmark“” in theappropriatecolumnagainst therespectiveresolutions. Ifyou leavethe ‘For’or‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/ she thinks appropriate.

2. ThisformofproxyinordertobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeoftheCompany, not less than 48 hours before the commencement of the Meeting.

3. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

KALYANI FORGEKALYANI

stShangrila Gardens, 'C' Wing, 1 Floor,Opp. Bund Garden, Pune - 411 001.Website: www.kalyaniforge.co.in

KALYANI FORGE LIMITED(CIN : L28910MH1979PLC020959)

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